My Little Arkham
by ADHD365
Summary: The mane six are incarcerated into Arkham City, and Professor Strange has the Elements of Harmony. The first step to getting back to ponyville is to survive the Hell they now face...
1. Incarceration

Twilight awoke to a sudden, shocking pain in her chest. She screamed and looked around, panting deeply.

Suddenly, a voice spoke, "Wake up, ladies. We have things to discuss."

Twilight was in a daze. There was barely any light, and she couldn't find the source of the voice. Anything she could see was fuzzy, and seemed to lag as she looked around. The only thing that was clear was her pain, and the fact that she was restrained.

The voice continued, "You all thought the magic of friendship would keep you safe, didn't you? Well it proved to be quite ineffective, didn't it?"

This time she could tell the general direction of where the voice was coming from was right in front of her, slightly to the left.

"You six belong to me now. I have had a great interest in your kind, and the different powers you possess. When you come together and use these powers at their highest potential, an incredible energy is released."

That's when Twilight realized she wasn't in this nightmare alone. She heard sniffles and whimpering to her right, and what sounded like struggling to her left. Further away, it sounded like something or somepony was snarling in anger.

"What do you want? Where am I? Who are you? Let me out of here!"

It sounded like Rainbow Dash. She must have been the one snarling and struggling.

ZAP!

Another wave of electricity hit them and they all screamed again.

"I have studied you. I have learned everything about you. Your likes, your dislikes, your routines, and now I now posses the Elements of Harmony themselves."

Twilight felt nauseous. She felt like her stomach was in her throat and like she was being cooked alive. Her head was spinning. Who was this guy? She didn't have to wait very long for her answer. Out of the darkness, a man came into view. He was tall, well built, and bald. He had a beard, a white coat, and round, dark, glasses on. He bent over to Twilights level and looked her square in the eye.

"I feel that thanks are in order, Miss Sparkle. Had you not been such a loyal student to Celestia, I fear that you wouldn't have come to discover this power. Observing you will be quite a privilege when Protocol Ten is commenced."

He walked back into the darkness again, and she heard a door close. She was left in the dark surrounded by the whimpers and struggles that she hoped belonged to her friends.

The next instant, the room immediately was lit by the brightest lights Twilight ever saw. She shut her eyes in recoil to the sudden brightness. Then she heard what sounded like a doorbell chime. Followed by the mans voice.

"You are mine, new inmates. Let me to introduce myself. I am Professor Hugo Strange. And I am in charge of the Arkham City Facility..."

He continued to talk as Twilight's eyes gradually adjusted to the brightness. She was in a small dirty room. It looked like a room in a scary movie. There were hooks and chains hanging from the ceiling, a dark stain on the ground that was probably from something she would rather not know, a TV set, and a mirror she could see herself in. She was cuffed at the front and rear hoofs, she was badly scraped up, bruised, and her mane was frizzed from the electric shock. She felt the slightest bit of comfort when she saw that her five friends were there with her.

They all sat in a row of chairs. To her right was Fluttershy, then Rarity. To her left were Pinkie Pie, then Applejack, then Rainbow Dash. They all looked just as beat up.

"T-t-t-Twilight, w-what's going on?" Fluttershy sobbed. "W-w-why are we here? What's going to happen to us?"

"I d-don't know, Fluttershy." Twilight replied. She was on the verge of tears also.

"If I don't get answers soon, somepony will be in for the worst butt-kicking of their life!" Rainbow Dash fumed.

Applejack was also angry, "Yer darn right! There had better be a good explanation fer all this! May Celestia help them if they don't!"

"Please let us go! Whoever you are! Please! You have the wrong ponies!" Rarity pled.

Pinkie Pie looked the least nervous. She was actually giggling and smiling.

"Wow! This place looks really, really, spooky! That man must be a pretty good prankster if he went to all this trouble! Hee hee ha ha ha!"

The commotion came to an abrupt end when the alarm rang, and three guards with rifles entered the room.

"All of you better shut your mouths if you don't want to be full of lead!" one of them yelled.

"Oh yeah? What will y-" Rainbow Dash retorted, but was immediately met with a boot to her waist.

Tears in her eyes, she went down and wheezed on the ground.

Pinkie's smile left immediately and she started screaming while Applejack became furious. "Oh that ain't gonna fly at all!"

She lunged forward in her chair and viciously started biting and kicking the guard in the face and torso. The other two grabbed Applejack and threw her across the room straight into Pinkie Pie and Twilight. Applejack hit her head on a metal part of Pinkie's chair and went unconscious. Her rear hit Pinkie and she flew out of the chair and onto the ground. Instinctively, she grabbed for Twilight, and dragged her on the ground too.

"BACKUP! BACKUP! ESCAPE IN PROGRESS!" the guard yelled.

Two more guards entered the room, holding stun sticks. They went to pacify Pinkie's 'escape attempt'. They zapped her and she was out cold. Twilight was still trying to get her hoofing, when she was grabbed by a guard, dragged out the door, and thrown outside.

"Enjoy your visit to Arkham City!"

Twilight landed on her face. She wanted to curl up and die right there. She wondered what happened. How did she get here? Why were these evil people doing these things to her and her friends? Just then, Fluttershy and Rarity landed on either side of her. They were sobbing uncontrollably.

They helped each other up and started walking as best they could toward the center of the new room they were in. The cuffs they were in restricted movement and made it awkward to try and walk.

The room they were in was full of prisoners. They all looked mean, big, and made the three frightened ponies all the more horrified. To make things worse, every single ones' attention was on them.

They stuck out like a sore thumb. Inmates all over the room shouted sarcasm and profanity toward the three ponies as they made their way to the center.

The guards ordered them to be quiet, but the inmates started to get more aggressive. Then, a guard shot an inmate in the leg. The others cowered as the inmate screamed and went down. The guard who shot the inmate turned the barrel toward the three ponies.

"You three! Line A, MOVE!"

They complied immediately. Scurrying as fast as they were able to the line they were ordered to get into. They almost ran into the man in front of them. He wore a blue suit, he was very tall, he had thick, black hair, and his face was expressionless. He turned slightly to look at the three terrified ponies. Twilight was sure she saw his face shift slightly to one of concern before he turned forward again. He was the first one who didn't look terrifying or evil in this place. He looked like a protector.

She heard the guard ahead, "You two, out of the way! Wayne! Get your ass up here!"

The inmate in front of the man turned around to face him. "Bruce Wayne? You're on my list... Bang! Hehehe..."

The man strode forward about four steps before being struck by the butt of a guard's gun. He went down to his knees, grabbing his face in pain. Twilight had seen and felt pain in the last few minutes, but for some reason, seeing this 'Bruce Wayne' get hit hurt her too.

She was about to turn her head away and cry when she heard the all-too-familiar voice of Professor Strange.

"Lower your weapons! Mr. Wayne will not be any trouble. Will you, Mr. Wayne?"

She looked back and saw Strange looming over Wayne.

"The cuffs can stay on. We don't want to make things too easy, do we?" said Strange.

Just then, one of the guards yanked him up and threw him into the next room. The room was filled with two other inmates. However, these inmates looked just as frightened as Twilight.

She had a million things running through her head. She was trying to remember what happened before she awoke in this prison, but Rarity broke her concentration.

"Twilight! Twilight! Please snap out of it! They want us to move up!"

Rarity tried to shake Twilight out of her daze, but one of the guards struck her from behind with his gun.

Twilights face hit the ground. The impact caused her nose to bleed. She scrambled to get her hoofing before she was struck again, but the cuffs caused her to fall again. She thought she would get hit again, but Fluttershy and Rarity dragged her out of the guards reach.

"Leave her alone, you ruffian!" yelled Rarity.

They had only delayed the inevitable. The guard came at the three ponies, eyes full of fury. He brought his leg up to deliver a swift kick, and then,

"Stand down, guard. They will learn to hold their tongues in time." said Strange.

The guard's foot stopped in mid-air before he regained his composure. He took a few steps back, but he still had his gun pointed at the ponies.

They turned towards Professor Strange. He had the cruelest smirk on his face. In his hands, he held a set of keys.

As they approached him, the guards moved to restrain Rarity like she was about to make a break for it. She was stiff as a board as they grabbed her. They dragged her toward Strange and he released the bindings off her hooves. Once they were off, she was thrown into the same tiny room that Bruce Wayne was in. She landed on her face and lay there for a moment before he made an attempt to help her up. She was too frightened to know if it was help, so she backed away as fast as she could.

Fluttershy was next. The guards grabbed the quaking Pegasus and dragged her to Strange. He released her cuffs, and she was thrown into the room with Rarity. Bruce Wayne tried to help her to her feet also. Fluttershy was petrified and made no attempt to move out of his way. Once she realized that he was trying to help, she barely peeked out from behind her hooves to see his face. He had a small look of concern on it as he helped the Pegasus to her hooves.

Twilight was about to move forward when a guard blocked her path. She looked past him and saw the doors to the next room were closing. Her eyes went wide with horror as the realization came to her. Rarity and Fluttershy also noticed it. Tears streamed down their faces as they stared at each other.

Rarity screamed, "No! We need her to come with us!"

She tried to crawl out and take Twilight with her. Fluttershy was sobbing uncontrollably as Twilight tried to get past the guard, but he wouldn't budge. Rarity would have been crushed, but Wayne grabbed Rarity out of the way of the doors.

She was flailing, kicking, and screaming for him to release her, but Bruce's grip on her held.

The screams and cries stopped once the door shut. Twilight couldn't believe it. Pinkie, Rainbow, and Applejack weren't with her, and now she was separated from her other two friends. Not only was she about to face a horror that nopony would ever dare even think about, but she was going to face them alone...

The doors shut and Rarity's screams for her friend ceased. She was now only crying and hyperventilating. Fluttershy wasn't feeling any better. Wayne released her and set her on the ground. She stood for a moment before collapsing to the ground next to Fluttershy. They both held each other like their lives depended on it, and they backed up to the door they just entered from.

Shivering and shaking, they looked to the opposite of the room. There they saw the other two inmates along with Wayne. They both wore heavy blue coats. One of them was hugging the wall to the left. He looked catatonic. The other looked wore crooked glasses, and looked annoyed. He turned to look at Bruce Wayne.

"Bruce Wayne? Hah! There I was reporting on your crummy press conference and now here we both are. I guess that will teach you to get involved in politics..."

Wayne spoke to everyone in the room.

"Listen to me carefully. When they open the door, do not panic. Stay close to me."

Fluttershy looked at him. She didn't know why, but she trusted him. He was big, he looked tough, his voice made her frightened, but hearing the caution in it made her feel better. Even just a little bit.

The man retorted, "You think I'm going to take advice from someone who has never even been in a fight?"

Just then the opposite door hissed and opened. They were instantly hit with a gust of freezing cold air. They all recoiled at the sudden drop in temperature.

"They're trying to scare us." said Wayne.

"I'm already scared..." Fluttershy uttered under her breathe.

As the doors opened, the environment they met was much more shocking than they thought. It was a gauntlet of inmates, orange jumpsuits, and screaming. A chain-link fence held inmates on either side of them back. There must have been fifty of them there. Each one of them was shouting random profanity. Most of which was aimed at Wayne.

"Hey Wayne! Whatcha do? Kill your butler?"

"I heard the Penguin's put a price on your head!"

"You're gonna be my bitch, Wayne!"

Rarity and Fluttershy followed Wayne's advice and slowly walked behind him. Paranoia building with every step they took. This place was dark, evil, cold, and mysterious. Bright floodlights prevented them from seeing anything above them. Not that they would want to see anything else.

Four inmates vaulted the top of the fence in front of them. Two of them went for the two men that were with them. The other two went for Wayne, Rarity, and Fluttershy.

Fluttershy moved close behind her protector. Rarity readied herself and tried to look as tough as she could.

The inmate that came at her had a sadistic smile on his face as he went in for the blow. Rarity knew she was going to get hurt, so she prepared to fight back. What happened next surprised her more than anything.

She opened her eyes and saw her assailant on unconscious on the ground. Bruce Wayne was standing over him, his attention to the other inmate.

He lunged toward Wayne, full of rage. Wayne stood his ground and in one fluid motion, countered the assault, pinned him to the ground, and knocked him out cold.

The ponies stood in shock. Wayne had been cuffed at the wrists and ankles and yet he still managed to take them both out with ease.

Rarity noticed that an inmate had taken down the catatonic man they were with. He lay motionless on the ground. Seeing Wayne beat up the previous inmates filled her with some confidence. She mustered up all her strength and ran toward him. Just as he turned to her, she kicked him square in the face. He was taken back by the strike, but recovered quickly.

"Oh you're dead, you little bitch!" he snarled.

She prepared to strike again, but the inmate caught her blow, and slammed her face into the chain-link fence. He started punching and kicking her while she was pinned. She turned to Fluttershy, and screamed for her to help.

With tears in her eyes, Fluttershy ran towards her friend's attacker and kicked harder than she ever had before. She hit him right on the neck, and he went down.

After rescuing her friend, Fluttershy went to see if she was ok. Was she ok? No. Would she live? Most likely. She was covered in bruises, and was bleeding in a few places, but it looked like she would be alright. She needed medical help though. That thug really did a number on her.

As Fluttershy helped Rarity to her hooves, they heard Wayne behind them.

"On your feet, Ryder!" he said.

The man with glasses struggled to get his footing.

"I said, get up!"

Wayne leaned over and picked him up. The prison gate was opening, and Wayne was making his way out. Fluttershy helped Rarity as best she could. Rarity was now bobbing in and out of consciousness and Fluttershy was struggling to help her.

Just then, an inmate came down in front of her holding a lead pipe. He slowly made his way toward Wayne, looking for the most effective body part to hit.

"LOOKOUT!" Fluttershy screamed.

But she was too late. The inmate swung and hit Wayne right behind the kneecap. Wayne dropped the man and went down.

"Welcome to Hell, Brucey-boy!"

Fluttershy looked for the source of the voice. Five figures were emerging from outside the gate. The one who spoke was a short, stout man with a disgusting looking glass eye.

He pointed to them and barked, "Aww, some lovely little ponies! Take 'em back to the museum!"

Two of his henchmen began to walk towards her and Rarity. Fluttershy collapsed. What was the point? She knew what would happen. They were going to be captured by these men no matter how hard they fought.

Wayne was on his back. He looked to the short man as he stood over him. He readied himself to kick Wayne in the head. Just before the butt of the henchmen's rifles struck Fluttershy, she heard the man say the scariest thing.

"Nighty-night!"

While the two guards forcefully removed Twilight, Rarity, and Fluttershy out of the room, Rainbow Dash wheezed on the ground next to her unconscious friends. Her midsection was in so much pain. She looked past the guards and noticed her other three friends face-down on the ground outside.

"T-twi-light…" she wheezed

She didn't hear her.

She started sobbing as the door shut, and the guards returned to her.

One of them spoke, "Did you think we would let you just mouth off to us like that? Huh? You better get a clue about shutting up when you're told, or we'll make you shut up forever! Got it?"

In absolute fear, Rainbow nodded her head.

The other three guards started to revive Pinkie and Applejack while the first guard got Rainbow on her hooves. Very slowly, she stood. Her midsection was hurting, but her adrenaline rush a few moments ago helped. She knew it wouldn't last for more than a few hours.

The guard pushed her along toward the door. She turned her head and noticed Pinkie was starting to come to. She went through the door and expected the worst. Now, 'the worst' in a corrupted, twisted, and evil place like this, is far worse than anything considered 'the worst' in a utopian, society like Equestria.

Psychos, killers, rapists, and murderers were spread all through the next room. A large group of inmates were standing along the far wall, while a few others were in two lines to her right. To her left was an extremely oversized iron door that was being guarded by two armed guards.

Rainbow was frozen where she stood. She couldn't believe that she was here. She didn't know why she and her friends were in this twisted place. She couldn't remember exactly what happened just before she woke up; the only thing that came to mind was…

…fog.

Pinkie Pies surprise embrace ended her train of thought.

"Oh Dashie! What's going on? This place isn't a prank! What's happening, what's happening, what's happening?"

Rainbow returned the gesture as best she could, "I don't know, Pinkie. I don't know! I want to go home too."

They shared a momentary embrace before they were interrupted.

"Hey, you two! Get your asses moving! Line B! MOVE!" said the guard behind them.

They complied and started walking slowly towards the line.

They knew they weren't going to last long if they all didn't get reunited. They were going to try and stay together at any and all costs. Rainbow Dash wanted to find out where their other friends were, being the element of Loyalty, after all. Pinkie didn't dare laugh. This place was far too scary for her to even think about cracking a smile. Someone would have to have a sick sense of humor to laugh in this place…

As Rainbow was thinking about her friends, she remembered Applejack. She quickly turned around to see Applejack being led out of the previous room wearing what looked like the bottom part of a hockey mask. The guards were putting what looked like a glowing collar onto her. The guard finished putting it on, got down to eye level with her, and said something. He then pushed a button on a remote and Applejack collapsed on the ground and shook like crazy. She looked like she was having a seizure.

The guard released the button and stood directly over her, "GOT IT?" he yelled.

Then he picked her up and shoved her towards Rainbow and Pinkie. She tripped and fell over again a few paces away. They immediately ran to help their friend. She had tears in her eyes, and was shaking like crazy. She got to her hooves and her friends helped her walk as best they could.

"Why? Why are we here, ya'll? What in all of Equestria did we do to deserve this?" said Applejack. Her voice sounded muffled behind the mask she wore.

"I don't know, AJ. I hope with all my heart that this is just one big nightmare." said Rainbow.

"Ah hope so too, Rainbow. Ah don't see how anything this evil can ever exist. It's impossible."

For the briefest of moments, Pinkie's face lit up. "Guys, look! It's Twilight!"

Twilight stood alone in line A. She was in the very front. The three ponies were behind few inmates in line B. She looked more horrified than they ever thought possible.

Rainbow suddenly felt an explosion of relief, knowing that one of her other friends was safe.

"Twilight! TWILIGHT!" she yelled.

Twilight spun around. When she saw her friends, she also felt happier than ever

"Girls! You're ok!"

They knew that if they moved out of line, they would be punished more, or maybe even killed. All they could do was give each other hope by knowing they were alright.

As line B shortened and the door to the next room closed, they were finally next to each other. They were all crying tears of absolute happiness. It had been less than five minutes since they last saw each other, but it felt like a lifetime.

"This place is a nightmare! They don't care about us one bit! Fluttershy and Rarity are gone! They already left through that door!" said Twilight.

The others' eyes widened. "Just Rarity and Fluttershy? By themselves?"

"Well, not exactly. There was this other man in line with us. I've never met him. I've never even heard of him, but everyone else here has." said Twilight.

Pinkie asked, "What was his name?"

Twilight replied, "I heard an inmate make him a threat. He said that he 'was on his list'. He called him Bruce Wayne."

It didn't ring any bells.

Just then, the large door ahead opened, and Strange was waiting there. Any happiness that the four ponies felt upon being reunited was gone.

"Please, Miss Sparkle, if you could be so kind." said Strange.

Twilight shakily stepped forward. Strange released her cuffs, and she went inside the room. The next inmate in line A stepped forward. This was the one who threatened Bruce Wayne.

As Strange noticed who was next, he smiled. "Ah, you've arrived. Good."

The inmate had the same smile as he followed Strange through another smaller door to the right. They vanished in the darkness of the small room. A moment later, Strange returned.

He turned his attention to the rest of the ponies. "Miss Pinkamena Diane Pie? You're next, my dear."

Pinkie hesitated, but then put on the most determined face she could. She walked over to Strange and he released her cuffs. She felt much happier now that they were off. She quickly pranced toward Twilight and gave her a big hug. Twilight returned the gesture, and then they both turned back to the other two ponies.

Applejack walked over to Strange, who gave her an amused look. "Well, well. It looks like you need to learn a lesson in respect, young lady. I do hope that you discover some very soon."

Applejack didn't answer. She just gave him a long, cold glare. If looks could kill…

Her cuffs were released and she joined Twilight and Pinkie. Rainbow was the only pony that remained.

As Strange removed her cuffs, he gave her a stern look. "My Tyger forces have my express permission to use deadly force in Arkham City. If they see you try to escape over the wall, they can and will shoot you out of the air."

Rainbow looked intrigued. "Oh yeah? What makes you think they can beat me? I'm the fastest flier in all of Equestria! I would love to see you try, Strange!"

Rainbow immediately regretted saying those words. Twilight, Pinkie, and Applejack all turned away, waiting for the guard to smear her all over the walls.

Strange simply gave a light chuckle. "The temperature outside is below zero and continuing to drop. You will freeze as icy needles penetrate every square inch of your body if you try to out fly them. You will die, and then your friends will die."

Rainbows face morphed into one of agony and anger.

Strange continued, "I know you don't want the blood of your best friends on your hooves. You represent the Element of Loyalty, do you not?"

Rainbows face intensified further as her cuffs were released. Without a word, she walked over to join her friends in the room, and then the door shut. Strange looked at them with an evil grin on his face. Then the door shut.

The gears and machinery whirred inside the room, and the four ponies held each other tight.

"No matter what happens, we gotta stick together. It's our only chance of makin' it through this." said Applejack.

Twilight agreed, "Yes. We can't let this awful place get to us."

Pinkie said, "Okie dokie lokie! We need to find Fluttershy and Rarity, and then find a way back to Equestria!"

Rainbow added, "When those doors open, we run! Run to the closest hiding place we can find! If anyone chases us, then we keep running as fast as we can until they give up! Sound good?"

The three other ponies nodded uneasily.

As the machinery and gears stopped, the doors began to hiss. Everypony stood in a row, waiting for them to open and waiting for the horrors outside. Rainbow still felt nervous. This was the moment she realized that this whole thing was real. That they were here, in Arkham City

"We're all going to die in here."


	2. Survival

As the doors opened, Twilight braced herself for whatever lay beyond. She still wasn't sure of what was going on. She didn't remember much right before she woke up in here. She didn't want to stop and try to either. She was smacked to the ground last time she tried and got a bloody nose. She was then forcefully corralled into a long line of intimidating and scary-looking inmates. She almost chuckled at the irony.

The second that the machine doors opened, the temperature inside dropped to below freezing. The tears they previously shed froze to their faces. Strange was right. Rainbow knew she wouldn't be able fly for more than a few meters before she froze up. They hugged each other tight for warmth, and looked towards the outside.

They saw the chain-link gauntlet, the floodlights, the buildings in front of them, and the dark aura it all emitted. They had to take it all in fast, because they knew they could face bigger problems any second.

"Remember everypony, run for the nearest hidin' place." Applejack reminded them.

"Right..." they replied.

They looked towards the open gate. On the ground in front of them lay a few unconscious inmates. They were all wearing the same orange jumpsuits, except for one. Beyond the fences on either side of the gauntlet, a few more inmates pressed up on the fence and were shouting random angry stuff at them.

"What the hell is up with the ponies?"

"You find the weirdest freaks in Gotham, I tell ya…"

"You all look stupid!"

"I freakin' hate pink!"

"You bitches ain't gonna last a minute in here!"

The gate opened onto what looked like a cement plaza. A good 100 feet past the gate was an alleyway under an archway. The plaza had a few inmates walking around it, however. Running to the alleyway behind them wasn't going to be easy.

"If running doesn't work, we may have to fight." said Twilight.

"Ah think ya might be right, Twi." replied Applejack. "We only fight if they try to fight us. That'll be our backup plan."

"Yeah! They all may look mean and scary, but I bet we can take 'em! Seeing their faces when we beat 'em will be so cool!" said Pinkie.

The rest of them smiled at Pinkie's enthusiasm. They all secretly envied her because of it.

They all released each other and readied themselves to run. With their huddle ended, they all felt the freezing air on their faces. It stung like crazy. Rainbow looked forward to the alleyway beyond. Running with air this cold stinging their faces wasn't going to be enjoyable. She knew they were going to have to fight. She was glad Fluttershy and Rarity weren't with them. They would've been easy kills for these guys.

Immediately, Rainbow Dash's fury took over her. Pumped by adrenaline and anger upon remembering her two missing friends, She readied herself.

"One..."

They got ready to make a break for the alley.

"Two..."

They focused all their attention on getting their friends, no matter what.

"THREE!"

Fluttershy woke up dazed for the second time in the past fifteen minutes. She remembered being outside in the freezing cold. She remembered the man that had taken the attacking inmates down in a matter of seconds. She remembered seeing Rarity try to fight off an inmate before being mercilessly beat by him. She remembered kicking him in the head as hard as she could before she tried to help Rarity. It was too hard though. The fear and the atmosphere was too much to take in and she collapsed. Afterwards she was struck with the butt of one of the short man's henchman's guns, and blacked out.

She noticed that two henchmen were dragging her. She was in what looked like an old exhibit. There were old signs and display cabinets with broken glass doors to either side of the hallway she was in. Everything was extremely dirty and dusty.

As they rounded the corner, she groaned a bit, and one of the henchmen noticed.

"Hey, she's up. Let the boss know."

The henchman on the left turned and got right into her face. She hung her head down and started to cry again.

"Oh come on!" he groaned, annoyed. "Stop with the damn waterworks already!"

She still cried softly, but she looked back up at him. "W-w-what do you want with me?"

The one on the right spoke. "It's not what we want, it's what the boss wants. We don't know why a bunch of ponies are comin' around here all of the sudden, all we know is the Penguin wants one."

"That's you, in case you haven't figured it out." The other one added.

They set her down on the ground and released her. The left one spoke again. "You can rest here for two minutes, then we get walkin' again."

She lay down on the ground. Shivering, she looked up at the two henchmen. "O-o-ok..." she whispered.

Both of their expressions immediately melted from one of annoyance to one of shame.

The right henchman turned slightly and bit his lip before reminding the other about contacting the boss.

"Uh... yeah... right. Ahem."

He turned around and started talking on the radio.

"Uh... Mr. Cobblepot, the pegasus is awake. What... uh... What do ya need us to do with her now?"

There was a brief pause before they heard a response.

"Put her with the snowman, and get yer arses over here now! Wayne got away! He broke my bloody hand, and took out everyone I brought with me!"

"You got it, Mr. Cobblepot!"

He returned to Fluttershy and the other henchman and began to help her up.

"Come on, get up. We gotta get all the way to Freeze's room." he said with urgency.

"F-f-freeze?" She asked as they started walking quickly down the hall.

"Yeah, Mister Freeze… The coldest son-of-a-bitch you'll ever meet."

The henchmen chuckled a bit at the joke, but Fluttershy didn't get it, of course.

They walked down the hallway some more and turned left. There, all she saw was a motor powered door that had been shut. One of the henchmen pushed a few buttons and the door opened.

"Ok get in. We'll be back in a bit, but don't try anything funny, got it?"

"Y-yes," she sniffed, and she walked inside.

The henchman shut the door behind her and she watched them disappear. Once the door shut all the way, she turned around. The new room she was in was very messy with papers, signs, and old cabinets all cluttered around.

A sudden voice in the darkness made her yelp.

"Who or what are you?"

She crouched on the ground and hid her face behind her hooves.

"I asked you a question. Who are you?" it said again.

Shaking violently, she slowly peeked out from behind her hooves and squeaked out, "I-I-I'm Fluttershy. I-I-I'm a p-p-pegasus."

"A Pegasus? Where on earth did Strange find a Pegasus?" he said as she slowly got to her hooves again.

"T-t-the two men said your name is Mr. Freeze?"

He was tall, bald, and pale blue. His ears had been reduced to little stubs on the side of his head. His eyes were dark, a grayish blue mixture. He was wobbling like he was having a hard time standing. He looked like he had an absolutely terrible accident.

"Yes." he said, finding his balance. "A fitting name for someone like me."

She took a tentative step toward him, "Oh, um, sir? Are you all right? You don't look like you're feeling very well."

He sat down on the ground, and clenched his fists in anger. "No. Cobblepot took my suit. I need it. I can't complete anything without it. I can't save her without it. She'll die without me."

Fluttershy replied. "Um, who will?"

"Nora. My beautiful, sweet Nora. She's everything. Nothing else matters except her." he said in despair.

Fluttershy felt so sad for him. She didn't know what was wrong, but she knew it must have been dreadful.

"Oh my. I'm so sorry for what you must be going through. You don't seem as bad as those guards say you are."

Freeze looked back to her, bewildered. "I can't see how Strange could ever find it in himself to capture a creature as gentle and kind as yourself."

The remark made Fluttershy feel slightly more comfortable. "Well, um, I can't remember how I got here. Everything is happening all at once. The only thing that I can remember is some sort of fog, and everypony close was screaming something, and that's it." she said, "Mr. Strange, um, said he had the Elements of Harmony with him, and that he would use them for this thing called 'protocol ten'. I don't know what we did to upset him, but I'm truly sorry for whatever it is."

Freeze looked completely fascinated by her totally innocent personality. It was like she was completely incapable of committing or thinking a single cruel. "Strange is a man who will do whatever he pleases. He has taken my beautiful wife, and your, Elements, are they? He shows no compassion to anything at all."

They sat and talked more about the elements, Nora, their worries, and of what might come for a bit longer before Fluttershy felt comfortable enough to rest. She felt like she trusted Freeze enough to feel somewhat safe around him. She lay down and tried to remember how she got here.

The four mares took off toward the plaza at full speed. The icy air stung with every step they took, but they continued as fast as they could. Their eyes were just slits open just enough to see the alley behind the group of inmates. An inmate noticed them as they quickly approached. They were almost there before they heard him get the others' attention. Tears streaming down their faces, they practically pounced a few of the inmates in their way.

Applejack and Rainbow Dash took one down immediately. Together, they leapt toward him and he went down. As Twilight ran to the group, Pinkie Pie quickly rounded, crouched, and looked at Twilight. At first, Twilight thought she was scared, but Pinkie's expression told her she wanted to boost Twilight into the air. Pinkie got ready as Twilight ran toward her.

The next second, Twilight was flying through the air. "Boing! Ha ha ha!" Pinkie giggled.

The cold air stung Twilight as she flew through the air, but it was worth it when she landed smack on a surprised inmate. She landed right on top of him and immediately raised her back hooves and bucked a second one hard. This one flew backwards and smacked into Pinkie Pie. This caused him to get the wind knocked out of him and he wheezed on the ground next to her.

By this time, about seven inmates joined the scuffle. That's when they started to feel nervous. They fought back the assaults for a while before they started to feel exhausted. It felt like it lasted for hours when in reality it had only been about two-and-a-half minutes.

"The alley, everypony!" yelled Twilight.

After they got a few feet between them and the rest of the inmates, they took off towards the alley. They were much faster than the inmates and they knew it. They ran in the alley and turned a corner. They looked for a place to hide, but all that stood in front of them was a wire fence. It was too high for them to jump over by themselves, and they couldn't find anything to get them over.

"Shoot! It's too high! Now what?" muffled Applejack. She was still wearing the muzzle because of her previous assault on the guard.

They desperately tried to think of a plan and fast. The rest of the inmates were just around the corner and were closing in fast.

Twilight spoke up. "Rainbow! Can you fly us over?"

Rainbow hesitated. She had to help Rarity and Fluttershy, and this was the only way to do it, but like Strange said, the temperature was way too cold for her to fly. However, she had to endure it for a little while; otherwise the pursuing inmates would definitely kill them.

"I'll only be able to fly straight up a few feet, but that's all. Its way too cold to fly like I usually do." She replied.

"That's all we need!" said Twilight.

She knelt at the base of the fence. "Hop on!" She said. Pinkie got on her back first, and Rainbow flew up. Pinkie vaulted the fence and landed on the other side. Rainbow did the same with Twilight and Applejack, before she herself got over the fence. They ran down the dark street to the right into the darkness. The other inmates had just got to the fence when they disappeared.

"Yeah! You better run!"

"Run away, little ponies! Run, run, run! We'll catch up with ya eventually!"

As they ran down the street, they saw a lot more buildings. They were all big, dark and they all had gothic-style-architecture. Arkham City seemed to stretch for miles. They slowed their pace, and tried to catch their breath, gawking at the environment around them while staying in the shadows as much as possible.

"This place is enormous!" said Twilight.

"Ah wonder how big it all is. Ah think it may even be bigger than Canterlot!" said Applejack.

"It can't be any bigger. There's no way it could be bigger!" said Rainbow.

"Maybe there's a place to rest or get help or something." Said Twilight.

"Hey! Look at that place!" Said Pinkie.

She was pointing at a very tall building with a steeple. It looked like an old church. Like the rest of Arkham City, it was also dark, and scary. There were banners flapping on the spire that read "Medical Center". Seeing this brought relief to the exhausted mares.

They quickly trotted to the open gates and approached the doorway. They slowly opened the doors and walked inside.

"Uh…Hello…Anyone here?" said Twilight.

They found another doorway in front of them that was slightly opened. Twilight pressed her hoof up to it and it creaked open.

Inside the church, they saw a large hall that led straight to a large organ at the end of the room. Everything was dusty, and falling apart inside. There were lit candles all over that inside of the church; it made it feel much warmer inside. As they walked through the doorway, a bald man stepped in front of them. He looked like a police officer.

"Whoa, whoa, whoa, what do you-" he paused. He was apparently not expecting to four cute little ponies walk through the doorway. "What the hell are you? What are you doing here?" he asked.

"Please, sir, we desperately need help!" Twilight pled. We have been here for about fifteen minutes and we have already had a few brawls with murderers, and we lost our two friends! Can we please stay here?"

The man looked dumbfounded. "Uh…. Just a sec. Hey Cash! You gotta see this!"

Just then, another man came jogging towards them from down the hall. "Yeah North? What's up?" Then he saw the four ponies. "What the-?"

All four of them looked at him with the saddest eyes anyone's ever seen.

"Please…we need help…" Said Twilight.

Cash looked so confused. Then he shook his head, disappointed. "Man, just when I thought Strange couldn't go any lower." He glanced up at them again. "Come on in. This is the safest place in Arkham City."

Rarity awoke in a tiny room. She opened her eyes, but couldn't muster the energy to sit up. She was trying to convince herself to wake up for real, out of this twisted dream. Her throbbing pain reminded her that this was real. That inmate had pummeled her pretty hard.

After two minutes or so, she decided to sit up. She was lying down on a dirty orange sofa and her head was spinning. The room she was in was chilly, but not quite as cold as the outside temperature. She got to her hooves and took a few small steps toward the door to look outside.

"Hello?" she asked. "Can anyone hear me? Hello?" No one responded.

She was in a large circular room with many smaller rooms along the wall. It was all very well decorated and the hallways were lit with gothic-style light fixtures. It was hard to believe that this was a prison.

She walked to the balcony and looked. The roof was just one big circular glass dome. To the ground below, there was a large structure that reached a platform on her level in the center of the room. It looked like a giant iceberg. The platform it touched was to her right. She made her way to it, admiring the detail put into this place.

"Whoever designed this is an absolute genius! I know it's the wrong thing to think about right now, but I cannot help myself! Everything here looks marvelous!" she thought to herself.

She walked around the circular balcony until she reached the elongated walkway. It too was very tastefully done. There were intricate railing designs on either side of the walkway, and foggy glass covered the walkway in an arch all toward the center. As she got closer, she heard a door open and slam shut.

A wave of fear immediately swept over her and she froze.

"What's goin' on with the boss?" a voice said.

"I dunno, man. Sounds like Wayne broke free and beat the hell outta him." Said another.

"Whoa, you serious?"

"Yeah, he beat the hell outta the boss and everyone he took with him."

"That's crazy, man. I always figured Wayne as a wimp."

Rarity gulped and silently made her way back to the room she woke up in. As fast and as silently as she could, she got to the room and sat on the couch, waiting. The voices continued as they approached.

"So what's up with all the ponies around here?"

"I dunno man, its weird as hell."

"Tell me about it. Jason said four more got put in here. Beat the hell out of about five or six before more showed up."

"This ain't a zoo! Why's Strange putting animals in here?"

"Hell if I know! How many did we get?"

"We got this white one, and another yellow one. Mikey took her down with Freeze."

Rarity felt worried. She didn't know where Fluttershy was, and now her other friends were in here too. She knew they could handle themselves, but she was very worried about Fluttershy.

"Freeze? Ha! Oh man, I feel bad for her."

"I know, man. He's one mean son-of-a-bitch."

Two inmates walked in front of the doorway. They both had masks, and urban camouflage on. They wore big coats that had a picture of a bird on either arm, and they both had guns.

"Well, well, looks who's up?" said the one on the left.

Rarity backed up toward the wall. She looked at them both as they advanced.

"W-what's going on? Why am I here? Please tell me. I'll go without a fight and I'll do whatever you want but please tell me what I'm doing here?" she implored.

"Dunno." Said the one on the right. "All we know is that Penguin wants you for somethin'. He really took a liking to those diamond tats you got."

Rarity stopped and looked at her flank. "M-my cutie marks? Why?"

The henchmen burst into laughter. "PFTHA HA HA HA! CUTIE MARKS? HA HA HA HA!"

"THAT'S THE FUNNIEST DAMN THING I EVER HEARD! HA HA HA HA!"

They were in tears when they stopped laughing. Rarity felt scared and ashamed now.

"Heheh... Look, pony. You should count yourself lucky you ain't your friend." Said the left.

"Yeah. She gets to spend time all alone with Freeze. Sucks for her."

Rarity started to panic. "Why is she with someone so bad? She's extremely sensitive! She may die! Please go get her!"

The henchmen took another step forward. "Hey! Freeze ain't gonna hurt her, he's too weak without his suit. He won't be able to hurt her even if he wanted to."

Rarity stood there in silence. She didn't know what to do, say or think.

The henchmen turned and walked to the door. "Well, you might as well get comfortable. It's only a matter of time before the boss gets back, maybe a half-hour or so. And you ain't going nowhere else until he does."

Rarity stood for another minute after they left. Then, with tears streaking down her cheeks, she slowly trotted over to the orange couch and curled up in the fetal position. About a minute later, a henchman came back in and looked at her. She was rocking herself slowly, trying to find her happy place.

"D'awww! Isn't dat cute? The widdle pony is sweeping!" he said, sarcasm extremely apparent in his voice.

He laughed as he came in and set something down on the small table. Rarity just curled up into a tighter ball and continued to shake as he left the room. He called back, "Enjoy your stay in the Iceberg Lounge!"


	3. Hide and Seek

Fluttershy awoke from her sleep. She had been dreaming of being back in Ponyville. She and Angel had planned all day to be together. They were going to have a picnic in the park under his favorite tree, and then they were going to run and play together in the warm spring breeze before relaxing under the tree together for a rest. There was no prison, there was no fear, there was no evil, and it was just her and Angel.

Unfortunately, reality came rushing back to her all too soon. She was back in the cold, small, room with Mr. Freeze. She almost began to cry again. Her dream felt so real, so close to her, but just out of reach. She sat up and looked around. Freeze was sitting on an overturned display case, facing away from her, and mumbling to himself.

"Cobblepot will regret what he has done to me… I will freeze his bones, freeze his skin, I will watch as his flesh fractures… as he suffers a slow, painful death while he begs me to end him right there..."

Fluttershy felt very afraid. She backed toward the wall behind her, shaking as she listened to the things Freeze said he would do to Cobblepot. She now had doubts about him. She had no idea what to say to him, or even if he should say anything to him.

She continued to back up until she hit the wall behind her. The subtle thump made Freeze turn to look at her. She looked back at him, nervously. He glared at her for a moment longer before his expression changed slightly to show compassion.

"How was your rest?" he asked.

She took a moment before answering, "It…It was ok." she whispered.

Freeze paused. "Good. You were asleep for about thirty minutes." He said. "I overheard Cobblepot on a radio outside. It sounds like he has returned so you had best brace yourself."

Fluttershy crouched down lower toward the ground. "B-B-Brace myself? For what?"

"It sounded like he is going to use you for something he has planned, and soon." Freeze replied. He put extra emphasis the last word.

Fluttershy started to panic. What did Cobblepot want with her? What was going to happen? Where was her other friends? It all made her shake violently. She began to hyperventilate and sob uncontrollably. "What will h-he do with m-me? What will he do?" she demanded. She got to her hooves and looked around, desperately looking for a way out.

"I have to get out of here! I need my friends! SOMEPONY HELP ME!"

She started to pound the walls with her hoofs. Thinking it would help her escape. She ran around the room. Tears gushing from her eyes, she screamed as loud as she could, "GET ME OUT OF HERE! PLEASE! I HAVENT DONE ANYTHING WRONG!"

Freeze got up and tackled her. He covered her mouth with his hand and whisper-yelled at her, "Silence! Now! This is not the time to panic! If you do, your fate will be far worse than it already is!" Fluttershy squirmed to get free until she registered how cold Freeze actually was. She froze where she was in a matter of two seconds.

Freeze released his grip on her and she fell on her side on the floor. The second she hit the ground, she curled up into a ball and began to rub her face, desperately trying to warm herself.

Freeze sat down again and tried to catch his breath. This room was probably a little less ten degrees, but he still wouldn't survive long without his suit. They had chatted for a short amount of time before Fluttershy went to sleep, but he hadn't mentioned his condition to her.

Fluttershy continued to shake on the ground. She was no longer crying, but she was in shock. His touch made the rest of the room feel like a sauna in comparison. She continued to shake for a moment before calming down. "I'm sorry… I'm just s-so scared that I-I-I just don't know what to do."

She paused for a minute before looking back at Freeze, who looked back at her. "The-Thank y-you for calling me down."

Freeze continued to look at her. He stared at her for an entire minute, mouth agape. "Amazing," He said, "I have never seen anyone so quick to forgive in the entire world. Others would have immediately retorted in anger. You, however, seem to possess an incredibly unnatural desire to show kindness and compassion to all."

Fluttershy sat up slightly, but she still shook. "W-Well, um, I just don't like being mean to anyone. If I ever need something, or somepony is being rude, I just try to be as nice as I can. Being rude back can cause more problems, so I guess that's why I represent the Element of Kindness."

Freeze thought about this. How could he use these traits in his life? He had always done anything to get what he wanted, even if he had been quite unpleasant; in his attempts to cure his wife, in his past misdeeds, and in just about everything else.

"So, um, w-what does that Mr. Cobblepot want with you?" she asked him.

He turned his attention back to Fluttershy. "I assume because of the gang war that is going on outside these walls." He said. "I wanted to take no part in any of this nonsense, but different sides came to me and asked for favors. Cobblepot must have gotten word of my affiliations and took it as a sign of my allegiance to the opposing side."

Fluttershy continued to listen.

"I was asked to make a cure for another inmate here. He was struck incredibly ill a year ago when he attempted to escape Old Arkham Asylum a year ago. He is quite notorious, probably the most known criminal in this penitentiary. He goes by 'Joker'."

Hearing his name frightened Fluttershy. Even though his name was 'Joker', she had a feeling that the things he did were not funny at all. However she had a feeling that she needed to know as much as she could or else she wouldn't last long if she got out of this mess. So she started to ask questions.

"W-Why do they call him 'Joker'?"

Twilight, Rainbow Dash, Pinkie Pie, and Applejack walked through the church. For the first time since they arrived in Arkham City, they dared to feel relief. Cash and North walked alongside the four mares as they walked deeper inside. The rest of the Medical team was just as surprised to see them as the two officers walking with them were.

Twilight turned toward Cash. He was a big man, but he had the look of compassion on his face. She could tell he was one of the good guys. He was missing his left hand. There was a hook in its place. She glanced at it for a moment before turning her attention back to his face.

"Thank you so much, sir. We have been through the worst of circumstances tonight." She said.

He exhaled and shook his head slightly. "I guarantee that this isn't gonna be the worst thing to happen to you. Just wait."

Pinkie Pie spoke up. "Uh… yeah it is! We lost our friends, we met a bunch of meanies who tried to hurt us, and none of this is a joke! It's all real life! How could it possibly get worse than that?"

Cash stopped walking and turned to her. "You don't wanna ask that question in here. Just know that it will get worse for you unless you show everyone that you mean business. You put your game face on, and try not to piss anyone off, then you should be okay."

"Uh, that might be a little hard for us to do." Said Applejack. "We don't look exactly what ya'll would consider 'tough' in here. The prisoners in here will be on us like red on a ripe apple."

Cash looked to her. "Well, I don't know what to tell ya. My advice would be to just lay low."

"We need to find our friends though! We need to look all over the place and ask everypony if they have seen them! We can't do that while laying low! We need to lay high!" Pinkie said.

"We wouldn't last for more than a few minutes, Pinkie." said Twilight. "If we go around acting crazy while we look for Fluttershy and Rarity, we're not going to make it a day in here. We need to ask around silently but efficiently."

"I'd usually side with you, Pinkie but Twilight has a point." said Rainbow. "The inmates in here could kill us if they wanted to. I say we rest up here really quick, maybe get some supplies and then try and find Fluttershy and Rarity."

Pinkie looked disappointed. She knew they were right, but she didn't like to do something quietly when she could easily do it Pinkie Pie style. "Okie dokie lokie…" she said sadly.

Rainbow felt guilty. She knew Pinkie Pie wouldn't hold it against her for more than a few seconds, but she still didn't like seeing her all sad.

"Alrighty then." North said. "Let's check you all out, and see if we can help you out with anything you may need."

"Come on over here," Cash motioned to a small hall in the shadows to the left of the main hallway. "We can check two of you out behind the confessional. The other two go on the other side."

Twilight and Pinkie Pie went with Cash. They passed a tray with miscellaneous medical supplies laid out on it, a few wheelchairs, and more room separators. As they rounded the corner at the end of the hall, it opened up into a makeshift operating room. There was a doctor examining an unconscious man lying on a bed. The man was gripping a white box close to his chest as he slept.

"Yo, Adam! Take a quick break from him and give these ladies some attention real quick." said Cash.

The doctor turned around. Once he saw Twilight and Pinkie Pie, he exclaimed and dropped his clipboard. "What are those things?"

"They say that they're ponies, Adam." said Cash.

Twilight and Pinkie looked at the doctor. "Hi sir! Look, we need help! Our other friends are missing and we need to find them! Can you please make sure we're doing okay?" Pinkie asked.

The doctor paused before gathering himself again and picking up his clipboard. "Well… uh, I don't know much about horses, but I guess I can take a quick look at you."

Their faces lit up. "Oh thank you so much!" They ran toward the doctor and embraced him in a big hug. He jumped back, startled as they ran toward him. He looked even more surprised at the fact that the cute little ponies giving him a hug were real. Cash was laughing as they hugged him.

Meanwhile, Rainbow and Applejack went to the other side with officer North. He led them down a dark hallway like on the opposite side and turned left. This section was more cluttered than the rest of the church. There were piles of books, broken wood, and scaffolding by the outer wall.

When they entered the area, they saw another officer and a doctor. The officer looked young. He had slicked back hair, and a rifle. The doctor had blonde hair, and she was examining an unconscious inmate. They both turned to face the approaching group. Like everyone else, they both looked astonished to see two bright-colored ponies.

The officer took a few steps backwards. "What the hell?" he said, gripping his rifle.

The doctor squinted her eyes; acting like the light was making her see things. "What are those things?" she said.

"From what they've said, they're ponies. They need help." North replied.

Rainbow stepped forward. "Our friends are missing. We have no idea where they could be. We have to look for them, but we need someone's help to fix us up and make sure we're doing okay."

"And ah need help gettin' this gal-darn thing off mah face!" Applejack said, motioning to the muzzle. "Think ya'll can help us out a bit?"

The doctor and the officer paused for a moment before the doctor spoke. "I- um… are there more of you in here?"

"Two of their friends are missing, and two more are on the other side with Cash and Hamasaki." said North.

The officer stepped forward. "Why are you all in here?"

Rainbow Dash was about to answer when they all heard the doors to the church slam open with a loud bang, followed by gunfire and sadistic laughter. The officers ran out into the main hallway. Rainbow and Applejack followed them.

They both ran through the opening and saw four thugs running from the door toward them. All of them were dressed as clowns. Not the silly, funny looking clowns that they were all used to, they looked dark and evil. They ran toward North and the other officer. Both of the officers, seeing they were outgunned, stopped and dropped their guns. The four clowns kicked the guns away and hit them with their guns. They fell to the floor, the wind knocked out of them. Rainbow and Applejack fell back into the hallway they were just in.

On the opposite side of the church, Cash, Dr. Hamaski, Twilight, and Pinkie ran out of their room. "What the hell's goin' on out here?" Cash demanded. The closest thug turned to them and fired a few rounds into the air. Pinkie and Twilight also ran back into the room they were in. They looked to Rainbow and Applejack with fear in their eyes. They looked back at Pinkie and Twilight with the same expressions on their faces.

"What do we do?" Rainbow mouthed to Twilight.

"I don't know!" she mouthed back.  
>They turned their attention back to the thugs. They were in the process of tying up the doctors and officers when three more thugs came into the church holding drums that had 'T.N.T.' written on the side of them. They were going into a door to the side of the main entrance.<p>

As they disappeared through the doorway, another clown came in. She had blonde hair done up in ponytails on either side of her head. She did not look happy.

"Okay! Mister J told me he wants you bozos ready for B-man when he gets here!" she lectured, "He's coming', and we need to get this place ready to blow in case you boys don't kill him!"

Rainbow's eyes grew wider. What did she mean by blow? Like blow up? Who was B-man? Either way, she needed to do something. She looked up to the ceiling and saw a vantage point. It looked like a gargoyle. She quickly got an idea in her head.

She turned to Applejack. "Go hide. I'm gonna try and help Twilight and Pinkie." She whispered.

Applejack hesitated. "Please hurry, Rainbow. Ah can't take them all by myself if they find me."

"Don't worry, AJ. Just go. I'll be back in ten seconds flat." She winked and gave a small smile to her friend. Applejack smiled back before running back into the room for a hiding spot.

Rainbow flew up to the gargoyle and looked around. She turned her attention to the opposite side of the room and saw Pinkie and Twilight looking up to the ceiling, worried. Rainbow flew as silently as she could over the hall and onto the other side of the church.

She landed behind Twilight and Pinkie. They turned and both moved toward her. "Where's Applejack?" Pinkie whispered.

"She's hiding. I suggest you hide too, Pinkie. Twilight, I need your help." Rainbow said.

Twilight stepped forward. "What do you need?"

"I need a plan. Anything. You're the brains here, and so we need you to come up with a let's-get-out-of-here-in-one-piece plan."

"Yeah, Twilight! Don't you have any magic spells you could use to help us out?" Pinkie added.

Twilight paused. With everything that had been happening, she totally forgot about her magic. "Oh yeah! I can use magic!" She whispered with a tone of sarcasm and stupidity. She made a mental note to not tell Princess Celestia about this.

"Pinkie, you go hide. Try not to get caught, but if you do, just listen to everything they say, and they shouldn't hurt you. We're going to try and get them out of here." Twilight said.

Pinkie gave an unsure nod. "Okie dokie lokie…" As she turned and swiftly snuck away, she whispered back, "You guys be extra careful!"

"We will! Now hide!" Rainbow said as Pinkie ran back into the room. She said it a little too loud, however.

"What was that?" a clown thug said from the main hall.

Twilight and Rainbow looked at each other. Rainbow covered her mouth.

"Hey! Whoever's back there, get your ass out here now!" He continued.

Rainbow whispered "Teleport to the gargoyle thing up there! Now, but be quiet!" before she flew up to the ceiling.

Twilight looked up and saw it. She closed her eyes and began to concentrate as hard as she could. Her horn started to glow, and she appeared on the gargoyle in a violet flash. When she opened her eyes, she looked down. There, she saw the thugs tying up the doctors and officers in a big circle in the center of the hall. One of the thugs was turning the corner to the smaller hallway she was in just one second ago.

"Get out here!" he yelled, as he fired a few rounds into the darkened hallway.

Twilight then noticed that Rainbow was right next to her, supporting her and helping her not lose her balance as she looked around. They both crouched down and looked around the church as they thought of a plan.

They stayed silent.

Two of the thugs had dispersed and gone to either side of the church into the little rooms the four ponies had previously been in. Rainbow silently pled that Pinkie and Applejack wouldn't be found. Her pleas were in vain, however.

"Hey, hey! Look at what I found!" exclaimed the clown thug in the room that Applejack was hiding in. "Razor wasn't joking! There really are a bunch of pony things in here!"

Rainbow and Twilight's hearts sank.

"You serious?" said one of the two thugs in the hall.

"Yeah man! What do I do with it? Do I shoot it?"

Rainbow flew up and over the hallway and over the room Applejack was in. She needed to see her. AJ was apparently hiding under a pile of broken wood in the room. She got ready to dive bomb into the thug if it even looked like he was going to kill AJ.

"No, bring it out here!" said the woman.

Rainbow breathed a sigh of relief.

"Fine…" said the thug right under her. "Hey! Get out of there!"

"Ah ain't listenin' to anything ya'll say!" said Applejack. She jumped out of the pile and bucked the clown back as she ran out.

He fell on his back and looked back up just as she left. "It's getting away!"

Rainbow yelled at Applejack in her head, "What are you doing? They're gonna kill you! Why didn't you stay where you were?"

Applejack continued to run toward the hall. "Ah ain't goin' out without a-" she stopped mid-sentence when she got out into the opening. "…Fight." She finished.

The rest of the thugs had their guns raised toward Applejack while she just stood there. She began to slowly back up, her gaze never leaving the thugs in front of her. Twilight looked up at Rainbow. She looked like she was just getting ready to swoop down and save her. Twilight quickly grabbed her with her magic, and held her tight. Rainbow struggled to get free and help Applejack, but Twilight wasn't letting her go anywhere. Rainbow glared at her. Her expression was one of pleading and anger. She was on the verge of shouting at Twilight when the woman stepped forward.

"Hey! Are you stupid or somethin'?" she yelled, "You got a lot of nerve pummellin' my boys like that! You're lucky I don't kill ya right now!"

Applejack began to slowly crouch down to the ground next to the officers while the woman yelled at her. The thug she had attacked however stormed out of the back room and smacked her on the back of the head with his gun. She gave out a small cry before she collapsed.

She looked back up at her assailant as he stood over her. As tears began to flow down her cheek, he began to kick her as hard as he could.

"How do you like it, you little shit? You just messed with the wrong guy!"

Rainbow began to thrash crazier than ever. Her eyes showed all the rage that was boiling up inside of her. The only thing holding her back was Twilight's magic. If she let Rainbow go, she would go so crazy with the thugs and they would kill her immediately.

Just then, they heard the sound of a gunshot. It came from somewhere outside right above them. The thugs all stopped what they were doing.

"Harley was that from the bell tower?" asked one of the thugs.

The woman responded, "Yeah! B-Man's gonna be here soon! Everyone get ready! You three, stand outside and wait for him to get here!"

She pointed to the three thugs who had carried the barrels into the small room earlier. "Why? It's freakin' freezing out there!"

"I don't care! You get your asses outside or we'll kill ya right now!" Harley retorted.

The three thugs reluctantly went outside, muttering something to themselves.

Twilight sat on the gargoyle while she levitated Rainbow next to her. She had calmed down a bit, but Twilight wasn't taking any chances. She was still breathing heavily and was glaring at the thug who had kicked Applejack. Twilight brought Rainbow in close and whispered in her ear.

"Please, Rainbow! Please just stay here! If you go down there right now, they will kill you and probably Applejack too! You need to stay here! We'll rescue them all, but right now we need to wait for the right moment!"

Rainbow's breathing began to slow. She shut her eyes and she began to cry quietly. She knew Twilight was right.

"O-okay, Twilight."

She paused and tried to regain herself. Twilight set her down right behind her on the gargoyle. Now three of their friends were in danger. Pinkie hadn't been caught yet and she hoped with all of her heart that she never did. Twilight and Rainbow sat together and quickly tried to come up with a plan.

The two henchmen had left Rarity in her room about ten minutes ago. She hadn't moved since they did. She had been thinking for a reason anyone would want to know about her cutie marks in this place. She thought about it over and over again in her head, but she couldn't think straight. She could hardly think about anything other than what Fluttershy must be going through. She longed to get answers.

She then noticed that she was very hungry. She hadn't eaten anything in a long while. She remembered that she didn't have time to eat breakfast because she was helping with something big in ponyville before she woke up here. She sat up on the couch and looked around the small room again.

On the small table in the corner, she saw a tray of food. She remembered the thug bringing something into her room and setting it down. She slowly got up and walked over to it. On the tray was a glass of dirty water, and a plate full of a brownish green slop. She was disgusted with what she saw.

"How could anything with a tongue eat something like this?" she asked herself.

She turned around and tried to ignore her hunger. It didn't work. She was extremely hungry, but she didn't want to stoop down to a lower level and eat something as disgusting as this.

She exhaled in frustration. She turned back around and looked at the tray again. "Well, it doesn't look TOO bad, it's… it's just not what I'm used to, that's all." She told herself.

She used her magic and picked the tray up. She brought it over to the couch and slowly took a bite. Telling herself it wasn't so bad only eased her worry until she actually tasted it. She cringed at the texture alone. It was cold, lumpy, and goopy. It reminded her of week-old oatmeal.

She swallowed the slop and shuttered. She was just about to take another bite when she heard footsteps outside her room. She sighed again and set the tray under the couch. She sat there and nervously waited for the henchmen to enter the room again.

The henchman who had told her about Fluttershy and Freeze stepped inside and looked at her. "Come on. The boss wants to see you." He said.

Rarity looked both worried and annoyed. She stepped down from the couch and slowly walked toward him. "Can you please tell me where my friend is? Is she alright?" she asked.

The henchman made room for her to walk outside and she did. "I Dunno. Maybe the boss will tell you, maybe he won't. Either way, he's pissed." He said as they walked outside into the circular hallway and went left. "You know Wayne? The guy in the suit you were with when you got in here? Apparently, he beat the hell out of the Boss and disappeared. Nobody has seen him since."

Rarity began to grow even more nervous. She was about to go up against the most evil person she ever heard of. She honestly thought that she was walking to her death.

They walked around the hallway until they got to a large door. It looked like some sort of vault. On top of the door was a sign that read 'Iceberg Lounge' in glowing blue letters. The door was open slightly and the henchman led her inside. On the other side of the door was a set of stairs. They went down them.

Like the previous hallway, this stairway also looked very fancy and well decorated. Rarity admired all of the effort that was put into every detail of the room. The wallpaper was fading, but it somehow gave it a more historical feel. They continued to walk down the stairs until they reached the main floor.

She had seen the main floor from the balcony above, but she didn't get the best look at it because she was far away. She was closer now, so she could see everything inside. The Iceberg in the center sat on a wide glass floor. Like the rest of the glass in the building, it was also carved in extreme detail.

They continued walking towards a room to the left. There were two more henchmen standing on either sides of the doorway. As Rarity entered the room, they both scoffed and shook their heads.

She could just picture their thoughts, "She's dead already." or "How pathetic." She hung her head and sadly continued inside.

When she walked inside, she saw a small table to her right. On it was a large number of top hats, and bowties. Next to the table were two mannequins. They were just like the ones she had in her shop back in ponyville, other than the fact that hers were made for ponies. They made her feel even more homesick. In front of her was another large bulky door almost identical to the one she walked through upstairs.

In front of the door was the same short man whom she and Fluttershy saw when they were first thrown in here. He wore a large fur coat, and he had what looked like an oversized monocle. He also had an umbrella with him, the hilt in the shape of a penguin's head.

Two more henchmen were with him. One of them was examining a bandage wrapped around his left hand.

"Oi! Not too tight ya bastard!" He barked.

The henchman flinched. "Sorry, Mr. Cobblepot! Okay, it should be fine now."

Cobblepot shoved him out of the way and stepped forward toward Rarity. She stopped walking and looked at the man. They were almost at eye level.

"Welcome to my humble abode! In case ya didn't already know, I am Oswald Cobblepot. I'm so sorry we couldn't get acquainted sooner."

Rarity hesitated. Then she tried to present herself as best she could. He was making a polite introduction and it was only ladylike to do the same.

"Well, ahem, my name is Rarity, and it's a pleasure to make your acquaintance, Mr. Cobblepot. Now if you could be so kind as to please explain to me why I'm here?"

Cobblepot gave a crooked smirk. "Straight to the point, wonderful." He motioned to one of his henchmen. The one to his right came down to his level, pulled out a cigar, and lit it. "You're here because I wanna see if you can be of use to me, and I wanna know what them tattoos that you got there mean."

Rarity looked away, remembering how humiliated she felt when the henchmen mocked her before. "Oh yes. My, um, cutie marks." She said quietly.

"Yeah, them." He said as he inhaled the cigar. "I also wanna keep ya. If you can be of some use to me, then you will help me take over this city. If not," He took the cigar out of his mouth and gave it to the same henchman. Then he glared back at Rarity, "well, I've got a number of things you can do for me instead."

Rarity didn't like the sound of that. She wasn't sure whether or not she should criticize him or go with the flow, so she sat there, speechless.

Cobblepot smiled, "I'm gonna make the same offer to your yellow winged friend,"

Rarity's eyes grew wide.

"And if neither of you can assist me, then I'm gonna put one of you in my collection, and throw out the other!" He threw his head back and laughed.

Rarity stomped her hoof on the ground and looked him square in the face. "Don't. You. Dare! My other friends are in this penitentiary also, and they're all pretty feisty! If you hurt us, they will be after you for it!"

The henchman behind her placed the barrel to her head, while Cobblepot and the other henchmen laughed harder.

"Oh! I'm sooo scared! Ha ha ha!" He said as he laughed.

Rarity felt humiliated again, but she hid it as best she could behind her anger. "I mean it! They aren't as weak as they look, and they will not tolerate hostility from anything! You'd be smart to watch your back from now on, Mr. Cobblepot." She enunciated.

He stopped laughing, and twisted his expression into one of rage. The response he gave was a swift swing of his umbrella to Rarity's cheek. She fell to the ground. Cobblepot stepped forward and knelt down next to her.

"If you ever talk back to me like that again, then I just might cut that tongue out of that mouth of yours!"

She looked at him with tears in her eyes, but the same anger filled expression on her face.

Cobblepot continued, "Consider that a warning. Nobody talks back to Oswald Cobblepot more than once, and lives to tell anyone about it!"

Rarity continued to glare at him. Her cheek was already starting to turn red. Cobblepot stood up, looking satisfied.

"Well, you best be ready to prove yourself. I'm gonna have my boys here get your little friend up here in just a bit. That's when I'll decide which one of you I like best."

The fury in Rarity's eyes disappeared, and got replaced with concern. He would walk all over Fluttershy just like a doormat. These 'tests' that he had planned would make Fluttershy look totally useless to him. Rarity knew that Cobblepot would kill Fluttershy once she was brought up here. There was only one thing Rarity could think of doing to help her.

"Alright, Mr. Cobblepot. Fine. You win." She said as she slowly picked herself up, "I will be ready when you return with Fluttershy. Just please, please show her a little bit of compassion." She pled.

He still had the same smug look on his face as she spoke. She tried to take a step closer, but the henchman behind her put the barrel of his rifle to her head. She didn't care.

"Fluttershy is extremely sensitive. She will never be any trouble to you, so I beg you; please show her compassion." She begged.

Cobblepot stood there, expressionless. They continued to stare at each other for a moment.

"Go get her now, boys. I want her here in ten minutes." He finally said.

"Got it, Mr. Cobblepot." said the henchman behind him.

The two henchmen walked around them and exited the room, leaving Rarity, Cobblepot, and the henchman behind her.

"You go out there and wait for her to get here. When she does, I'm gonna be as nice as I can to her." he looked her square in the eye, "If she's as useful to me as you are, I may have a bit of fun with her."

He walked past her so she could turn around. He got to the doorway they entered from and motioned to the glass floor.

"I've got a little friend under that there floor, and I'm sure he's wantin' a new playmate. He's mighty lonely down there, and would probably kill for a new friend."

He turned around and faced her again. He had a wicked grin on his face.

"So we're gonna see which one of you is gonna be unlucky enough to fill that position when she gets here."

Rarity looked at him blankly. "I suppose so." she said.

Cobblepot smiled. He turned around and walked out toward one of the many walkways that were outside the room they were in.

He called back, "Keep her here. Make sure she doesn't try anything, or else you're gonna be that bastard's new playmate."

The henchman paused and shifted uneasily. "Uh, you got it, Mr. Cobblepot."

Cobblepot walked away. The henchman stepped in front of Rarity and looked at her. "Okay, you stay here. You heard him, don't try anything you're gonna regret. I'd hate to have to show you how big you messed up."

She turned around and walked away from the doorway. "Don't worry. I don't plan on being any more trouble."

Rarity had already planned what was going to happen. Being as generous as she was, she wasn't going to let Fluttershy suffer through whatever Cobblepot had underneath the glass. When Fluttershy got up here, she was going to tell her plan to her. She was going to do the most generous thing she's ever done. She was going to sabotage her own chance of survival to guarantee her friend's.

She sat down in a corner of the room and thought to herself, "Don't worry, Fluttershy. You're going to get back home in one piece."

"So how will we pick them off?" Rainbow asked Twilight.

"We use a distraction. One of them will go investigate it and that's when you go down and knock him unconscious." Twilight replied.

"Then the others will go look for him, right?"

"Exactly"

Twilight and Rainbow had been sitting on the gargoyle for a good five minutes planning a strategy. As far as the thugs knew, the only pony in this room was Applejack. They couldn't go up against the thugs in a straight on fight. They wouldn't last long against those rifles. Twilight thought about sneaking around and hiding in the shadows.

Just then they heard a crash directly below them. It didn't come from the hostages, and the thugs all turned around swiftly.

"Pinkie…" Twilight whispered.

Rainbow flew up and over to the area that Pinkie was hiding. She saw her laying in the far corner with bits of broken wood all around her. Rainbow flew down to her and helped her up.

"Pinkie, what happened?" Rainbow whispered to her.

Pinkie jumped to her hooves, worried. "I don't know! I was hiding in that box up there and it just broke!"

She pointed to a wooden box sitting on scaffolding right above her. They heard shouting from the thugs on the other side and footsteps growing louder. "They're coming, Dashie! What do we do?"

Rainbow looked up, and saw Twilight. She was waving her hoof frantically, and begging her to return to the gargoyle.

"Don't worry, Pinkie. Me and Twilight have a plan." She whispered as she floated in the air. "Just cooperate with the thugs and you'll be fine."

Pinkie's eyes grew wide and tears began to form. "No Dashie! Stay with me! I need you!" She yelled as she jumped up in the air and grabbed Rainbow. Rainbow fell to the ground and tried to fight off Pinkie. Twilight watched in horror at the scene in front of her. Pinkie's fear had gotten the best of her and now she had to get rid of these guys herself.

As Pinkie and Rainbow struggled on the ground, two of the thugs rounded the corner and fired a few rounds into the air above them. They stopped and looked at the thugs, shocked.

"Alright, come on. Get with the rest of them." said the nearest one.

Pinkie and Rainbow slowly got up and started to walk toward them. When the thugs turned around, they both snuck a look up at Twilight. She said, "Please don't tell them!" with her eyes as they walked toward the center circle.

"What the hell is up with you guys? What are you doing in here?" Harley asked them.

They didn't respond. They sat down next to Applejack and the thugs began to tie them up as well.

Five of her friends were in trouble, and she was the only one who could do anything to save them. She frantically thought of a way she could pull off her plan herself. She couldn't think of anything. All she could do was hold on for dear life and watch her friends in fear.

She thought about screaming. Giving away her position and her safety just so she could be with her friends again. Then she heard the outer door to the church open. The four thugs raised their guns to the door. The inner door swung open and in walked another man. He was tall, well built, and he looked strong. He had a cape, and a dark mask with pointy ears. He also had a symbol on his chest.

It was a bat.


	4. Vengeance

"Comin' through, b-man!"

Twilight sat on the gargoyle and watched the action below. Harley sprung over two of the thugs that were right in front of her and began flipping toward the man in the cape who had just entered the church. The man didn't budge. Harley continued flipping closer and closer until she was in arms length. That's when the man moved.

In one motion, he grabbed her arm as she made another flip and struck her square in the chest with his other hand. Harley yelped as she flew backwards about five feet and landed on her side. As the man stepped closer to her, the four thugs cocked their guns and pointed them directly at the man.

One of them spoke, "Let the lady go, bat-freak. Or else these people all get a bullet in their head!"

The man stopped where he was. Harley slowly stood up and began to dust herself off. "I think you should do as he says. It would be a shame to get blood all over my nice new outfit! What do you think, Bat-Brain? Like it?"

The man glared at her, but he said nothing. Harley spun around, showing off her apparel from every angle. Then she began to walk in circles around him, tauntingly.

"What am I saying, of course you do! Who wouldn't? So anyway, here's the deal. Mr. J is really not up for a visit right now. He's not feeling himself. Well actually, he was earlier, but that's not what I meant!"

She continued to walk around him. He never took his eyes off of her.

"He's not doing so good and that idiot doctor I sent from here didn't help! I've seen more smarts from these bozos!

She skipped to the door and put her hand on the handle, she turned around again. "I gotta run, boys! If he tries anything funny, kill him!"

She blew the man a kiss before he opened the door and ran out. Twilight looked down to her friends all huddling together. None of them looked as nervous as they had before. Rainbow snuck a glimpse up to her. Asking her, "Who is this guy?" with her eyes. Twilight shrugged slightly, then turned her attention back to the man as the thugs began to talk to him.

"Don't you move, Batman! Just stay there and this'll all end okay."

The thug next to him looked terrified. "What do you mean 'end okay'? She. Left us. Alone. With. Batman!"

Twilight glanced down to her friends again. Cash was leaning over and whispering something into the ponies' ears. All their eyes grew wide as they listened to what he said. Rainbow glanced up at Twilight with a look of hope across her face.

Suddenly, Batman threw something at his feet while the thugs were speaking, and a huge cloud of smoke engulfed him. All the thugs jumped back and began to open fire into the cloud. The sudden noise startled Twilight, but she held on to the gargoyle very tight.

The thugs continued to fire into the smoke cloud until it started to clear. Batman was gone.

"Where's he gone?" said one of the thugs.

"He's vanished! He disappeared!" said the other.

They all scurried away from where Batman disappeared. The two thugs closest to either side of the church ran toward the group of hostages. The one on the right grabbed a doctor and put his rifle to his head. Then he led the doctor into the room that Applejack had used to hide in. He waited underneath the scaffolding, turned around and waited with his rifle still on the doctor's head.

The other one grabbed Dr. Hamaski, and did the same with his rifle. "Time to play hostage!" he yelled. He led the doctor into the confessional that was a few paces away and closed the door.

The two thugs that remained slowly walked to the front of the church. They were nervously yelling at each other.

"We need to get out of here!" said one.

"He's gonna get us!" said the other.

"Batman! Can you hear me? Try and get us, and these people die!"

"That won't stop him!" The other thug sounded on the verge of tears, "Oh man, I'm gonna die in here!

Now Twilight was really scared. She looked to her friends, unsure of what to do. Pinkie Pie and Rainbow Dash were forced to look down, but Applejack was lying on her side, still in pain from the attack she had received earlier. She turned her head slightly to look at Twilight. She made a subtle motion with her hoof telling her to stay there. Then Applejack gave her a small smile to assure her.

Twilight was at a loss. Her friends were literally about to die, and Applejack just told her not to worry. She knew Applejack wouldn't lie to her friends, but Twilight still felt like she needed to do something. The thugs guarding the group of hostages were standing in front of the organ at the front of the church.

That's when she saw Batman float down to the ground behind them. He landed without making a single sound. He crouched and made his way behind the two thugs. The thugs remained completely unaware that he was there. Then he attacked. He stood up, grabbed both of the thugs' heads and slammed them together in one fluid motion. The collision made a disgusting sounding crunch, but now they were unconscious.

Batman stepped over them and walked to the hostages. He spoke to them softly. "It's not safe yet. Stay here, and don't make a noise." Cash nodded in understanding.

Batman pulled out a small gun, and aimed it upward. This gun was sleeker than the rifles the thugs were using, and it had a claw attached to the front of it. When he pulled the trigger, it made a small hissing noise and a cable shot out of the barrel. One second later, he swiftly ascended into the darkness. Twilight saw him climb up onto the gargoyle on the opposite side of the room.

Once Batman climbed on top, turned and saw Twilight on her gargoyle. She was clinging to it, and staring at him with curiosity. He lifted his hand to her, motioning her to stay there. She held onto the gargoyle tighter. Batman used his grapple gun to silently swing to another gargoyle on the left side of the church, out of her line of sight.

She looked to her friends below. They all looked up at her with the same look of confusion while they waited for something to happen. There was absolute silence for about seventeen long seconds before they heard an enormous crash of wood followed by a scream, and another loud snap.

"One more to go..." Twilight thought to herself.

"What was that? What's going on?" the thug on the opposite side of the room screamed. He got no response. "Hello? Answer me!"

Silence.

"Oh, hell no. He got you, didn't he? Stay back, Batman! STAY BACK!"

The thug sounded terrified. Twilight couldn't see him, but she knew he was on the verge of panicking.

There was another long period of silence. After about twenty-one seconds, a light clattering noise broke it. It was followed by quiet, muffled screams. It was the same thug. The clattering sound must have been him dropped his gun.

The muffled screams died out after about five seconds, then the silence returned for only two.

Batman shouted from across the room, "The room is secure! You're safe now!"

The doctors slowly started to get up. The officers were up first, and were helping the rest get moving. Cash loosened the ropes that bound Rainbow's hoofs together, and then they went on to help free Pinkie Pie and Applejack.

Once Pinkie Pie was free, she quickly ran under the gargoyle and looked up at Twilight. "Twilight! You can come down now, the bad guys are gone!"

"I know, Pinkie! I'm coming!" she replied.

Twilight exhaled and focused. Her horn began to glow as she concentrated. Then with a bright flash, she appeared on the ground next to Pinkie. She ran to Twilight and embraced her in a big hug.

"Twilight! You're okay! That was pretty scary, let's not do that again, okay?" she said in her usual, bubbly, Pinkie Pie way.

Twilight smiled as she returned the embrace. "Sounds good to me, Pinkie."

They separated and walked back to the rest of the group. Rainbow was kneeling down next to Applejack. She turned around to face Twilight and Pinkie. She looked very worried. "Twilight, Pinkie, Applejack's really hurt!"

Applejack's cocky attitude got the better of her a few minutes ago. She didn't go with one of the thugs peacefully and tried to make a run for it. When she couldn't, a clown thug made her see the error of her ways. Rainbow would've been furious with her now if she didn't need so much help. Twilight and Pinkie quickened their pace over to her side. She didn't look good. She had a few cuts and a lot of bruises on her midsection. That thug really did a number on her.

Applejack looked up as they approached and gave a weak smile. "Mmf... Howdy, girls."

"Applejack, are you okay?" Twilight asked as she knelt down next to Rainbow.

Applejack sat up as best she could, "Well, ah ain't gonna lie to ya Twi, ah've been better."

Twilight closely examined her bruises. Then she turned to Pinkie Pie. "Pinkie, go get one of the doctors and get back here as fast as you can!"

Pinkie stood up as straight as she could and gave a salute with her hoof. "Okie, dokie, lokie!" she giggled, and then she took off toward the room on the right.

They all smiled at her chipper response except Rainbow Dash. She felt really frustrated with everypony. Pinkie Pie had blown her cover and gotten them both caught, Applejack didn't think about what would happen before taking off into danger, and Twilight begged her to wait with her on the gargoyle instead of saving Applejack. This place was really getting on her nerves fast.

"What's wrong, Rainbow?" Applejack asked.

Rainbow looked off in another direction. "Nothing, I'm fine." she huffed.

"Is everything alright?" a deep voice behind them said.

They all nearly jumped out of their skins. Twilight and Rainbow whipped around at breakneck speed. Batman stood right behind them. They didn't hear him walk up behind them at all. He didn't even flinch as they turned so quickly. He looked down at them, expressionless.

Rainbow took a moment to catch her breath before replying. "No... Our friends are missing and she's really hurt."

Batman looked to Applejack. "Why did they only attack you?" he asked.

"I, uh, have a little problem when it comes to gettin' pushed around." Applejack replied.

"You'll learn." he said, "Where are your friends?"

"That's the thing, we don't know." Twilight stepped forward. "We have no idea where to start looking either. We don't even know if they're still alive."

Batman glanced at her. "Don't worry. If they are still alive, I'll find them. You should stay here. It's too dangerous for you anywhere else."

Rainbow stepped forward. "What are you doing here in the first place? Cash said you were one of the good guys!" She said defensively.

"You don't want to know what I did." he said darkly. Rainbow got chills when he said it, and backed up again.

Batman turned and walked toward the entrance. He called back to them, "After I'm finished with Joker, I'll look for your friends."

Rainbow paused as she processed the name in her head. "Joker?" she mumbled to herself, "Who's Joker?"

She wanted to ask Batman, but he turned toward the door to the left of the entrance and went inside. Rainbow, Twilight, and Applejack all exchanged confused looks. That's when Pinkie Pie returned with Dr. Hamaski.

"Here she is, doc! Do you think you can help her feel better?" she asked him.

"Well, lets take a quick look." The doctor bent down to see Applejack's bruises better. He glanced at them and gave her a minor physical. Applejack cringed and exclaimed when the pain was too much.

While she was getting checked out, Rainbow turned toward the entrance. She wanted to go out and look for Fluttershy and Rarity. She also knew it was dangerous to go alone, and she didn't want to just up and leave her friends either. If they were going to go out and look, they needed to split up. That was going to be a problem though. For starters, Applejack was in no condition to go out, and Twilight wouldn't agree to it.

She was stuck between a rock and a hard place. Staying put was the only thing she could do, even if it meant being bored, but Rainbow hated being bored more than anything. She impatiently huffed and began to pace back and forth in the hallway. All she could do was just wait for something else to happen.

"…And now, the illness is causing his body to shut down."

Freeze had spent the last ten minutes telling Fluttershy about the Joker, his escape last year, the TITAN formula he created, and his illness. Fluttershy nervously listened to every word.

"Oh my…" she breathed. "What an awful, awful person. What could possibly have made a person like him so evil?"

Freeze leaned back and looked to the ceiling, "I haven't the slightest idea." he had obviously been asked this before and was wondering the same thing. "He is very smart. He as confused the best psychologists in the world. He's been diagnosed with everything from insanity to split-personality disorder, and so on."

Fluttershy felt very worried. Her friends were out there in the same place with that monster. She was scared, but she felt like she needed to do something. She needed to let her friends know where she was, so they could rescue her, Rarity and maybe even Freeze. She stood up and looked around the room. There was a skylight right above them, but she knew she couldn't get enough momentum to break through it. She was too weak and the cold outside probably made it even harder to break through.

She tried to think of another plan, but she didn't have time. From outside, they both heard the sound of footsteps coming toward them.

Her eyes widened. "Oh no…" she whispered.

Freeze spoke to her as comforting as he could. "Don't panic, just stay calm. Cooperate with them, and you will be alright."

Fluttershy started to hyperventilate again. She desperately searched her mind for something she could use to escape. She knew there was a way out of here; she just needed to find it. Then she remembered something. After everything bad that happened to her, she remembered that she had an ace up her sleeve.

The door opened and two henchmen walked in. They pointed their guns at Fluttershy as she stood and faced them. The fear was apparent on her face, but there was also something else there: determination.

One of them spoke. "Come on, you. Cobblepot wants you in the Iceberg Lounge right now!" They both continued to point their guns at her.

"Umm, no." was all she said. She heard Freeze exhale behind her. She could picture the look of disappointment on his face, but she didn't care.

The henchmen looked taken back at her immediate denial. "I don't think we heard you very good. You wanna run that by us again?" the henchman enunciated as they both cocked their guns and looked her right in the eye.

She looked right back at them. "I said, no."

That did it. They both walked into the room, and they didn't look very happy. Fluttershy wanted them to. She closed her eyes, and prayed her plan would work, and then she opened her eyes.

Her pupils were dilated and they were pointed right at the two henchmen. They stopped advancing immediately and began to back up. Fluttershy began to walk toward them, their fear intensifying with every step she took. She had just used The Stare.

The henchmen were at a total loss for words. She was staring into their souls, and filing their bodies with fear. This is why Fluttershy hated using it. It wasn't her, and she always felt bad afterwards. She only used the stare when she needed control of her animals or when the situation called for it. This was certainly no exception.

Freeze slowly got up. He was also shocked. "How are you doing that? Why aren't they attacking you?"

Fluttershy ignored him and continued to walk toward the two henchmen. They were out of the small room and continuing to back up with Fluttershy about outside of the room herself.

"Almost there…almost there…." She said to herself. Once she was past the doorway, she intensified the Stare even further. She never did this at home. If she did it for too long, then the fear would be too much to handle and they would eventually pass out. Fluttershy planned to do just that, no matter how much she hated it.

She saw the henchmen experience every single horror they had ever been through at one time as they began to scream and grab their heads as it drove them insane. They curled on the ground, kicking and screaming with all they had. They pounded their heads with their hands or they banged them on the ground. They were doing anything to make the horrors stop.

Fluttershy granted them their wish. She closed her eyes, and they immediately fell out of consciousness. All their fears and nightmares coming to them so vivid only to disappear all at once was too much for the brain to process, so it shuts down for a moment. She felt tired. Using the stare for too long drained any fear she had, but it also drained her energy.

She did it. She was free, but not for long. Their screams were very loud, and someone must have heard them, so she needed to act fast. She turned to Freeze. "Come on. We're getting out of here."

Freeze stayed where he was. "How did you do that?"

"No time to explain! We need to leave now! Please!"

Freeze shook his head, "I apologize, but I cannot leave. Cobblepot has my suit, and I need it back."

Fluttershy turned around. She heard some noise coming from the hallway in front of the room. They were getting faster and closer. She turned back to Freeze and gave him a sad nod of understanding. She spread her wings and flew up to the ceiling. "I'll send help as soon as I can! Thank you, Mr. Freeze!"

Freeze waved to her. "Good luck, young Pegasus. Be careful!"

Fluttershy hugged the ceiling and flew down the hallway. She was protected by the darkness, and was very silent. She turned the corner and continued. On the ground, she saw four henchmen running toward the small room she was just in. She didn't think she could do the Stare again to save Freeze, so as much as it hurt her, she continued to fly down the hallway.

She had flown for about a minute until she reached a dead end. She was worried that she had taken the wrong hallway. She thought that this was the same hallway that she woke up in. She looked around and noticed a wooden door on the ground level. There were no guards in sight so she slowly lowered herself down to the ground and landed. She placed her hoof on the handle and paused.

Hoping there was nothing on the other side, she closed her eyes and twisted the handle. The door slowly opened with a deafening creak.

She froze. Nothing happened.

She opened it another inch. There was another loud creak.

She froze again. Nothing.

She looked through the crack and into the next room. She saw a fence with miscellaneous things in the room on the other side, but not enough to tell if it was safe.

She took a deep breath, and prepared to open the door all the way. "If no one heard those loud creaks, then there was no one there." she figured. She braced herself for a quick takeoff once she was on the other side of the door.

She counted quietly to herself, "One…two…three!"

She threw open the door, ran inside, and flew up to the ceiling again. She hit her head on it because she flew up so fast. "Ouch!" she softly exclaimed. She started rubbing her head, and looked down. Like she thought, there were no guards in sight. There were two rooms on either side of her. Both had chain-link fences blocking entry. Not that she wanted to stick around and explore or anything.

In front of her on the ground was a set of stairs leading up to a very large room. Beyond the stairs was a large case with a woman inside. She was sitting cross-legged. She appeared to be meditating. Behind her was a large statue of a Dinosaur. It wasn't facing her. Fluttershy flew out of the small hallway and into the large room.

This room was filled with glass cases. She flew up even more to see the ones next to the dinosaur. In the one to the left was another man. This man had no shirt and was bald. He was frantically throwing himself at the glass, trying to break free. Fluttershy watched from the air. It looked like he also had rocks or something inside that he used to force the glass to crack.

With one more body slam, the glass gave way and broke. Fluttershy flew up into the far corner away from the cases. She heard him mumbling something as he picked himself up. She only understood a few words among his mumbles; words like 'cut', 'mark', 'Batman', and 'knife' were all she got before he started to laugh maniacally to himself. Then he ran toward the stairs to the left and went up them two at a time. Once he was at the top, he turned right and bolted out the main door.

That was her way out. Those doors must have been to the outside. She could already see herself with her friends. She was a little worried about the crazy man who had just ran out, so she decided to wait for a moment. She didn't see any wings on him so she figured she would be fine in the air.

She slowly made her way toward the door past the dinosaur statue. Once she was there, she landed, and tiptoed toward the door and twisted the handle. She was finally here, seconds away from freedom, and one step closer to her friends. She almost smiled as she opened the door and flew outside.

It was too good to be true. Blinded by her euphoria, she totally forgot about the temperature outside. After she took off into the night, it hit her like a freight train. The icy air stung her all over. She had only gotten a few feet into the air before she reflexively brought her legs in close to her body and folded her wings tight to her body. She didn't even have time to think about it.

Shocked, she looked to the ground as she fell. She was past the small balcony that was in front of the museum entrance, although she wished she wasn't. She was falling a much larger distance to the cold ground below. The only thing that was between her and it was a slightly damaged glass roof.

She closed her eyes as she fell through it. It broke beneath her with a loud shatter. She flipped in the air a few times before she landed headfirst on a dumpster. She made a soft moan as she rolled over the edge and fell into a pile of garbage. Everything around her eyes was foggy and getting darker. She couldn't tell if it was because of the tears that were starting to well up or if it was because of the impact. Either way, she couldn't find the energy to stay awake any longer. So she let the darkness engulf her vision entirely as she slowly slipped out of consciousness.

While she sat in the corner, Rarity pondered over her memories. Fluttershy would never make it if they were both put together to try and see who was better. She refused to be responsible for Fluttershy's death. Fluttershy would not be responsible for Rarity's death either. She made this decision herself. She knew that her friends would be all right, and that they would all get home in one piece. They would be here soon enough to rescue Fluttershy. This was just something that needed to be done.

She began to remember all the wonderful times she had in ponyville. She laughed at the moments that were amusing, and cried at the moments that were sad. She thought about her family. She hoped that they would understand the situation that she was faced with. She felt so bad for doing this to them, especially Sweetie Belle. She was the best sister that anypony could ever ask for. She only regretted the fact that she wouldn't be there with her whenever she finally did get her cutie mark.

Then she thought of her five best friends: Applejack, Pinkie Pie, Fluttershy, Rainbow Dash, and Twilight Sparkle. They all represented the Elements of Harmony. Strange may have had the Elements themselves, but without the Spirits of the Elements, she hoped that they would become nothing more than exquisite jewelry. It was unlikely that would be the case. Strange was very smart. She knew he would have a backup plan if such an event would occur.

She lost her concentration when one of the doors in the Iceberg Lounge slammed open. Cobblepot was walking with two of his henchmen toward the room she was in and he was holding a radio. He looked furious. She didn't quite hear what the henchman on the radio was saying but she wasn't really listening until Cobblepot yelled at him.

"You mean to tell me that you couldn't bring that damn yellow Pegasus up here, because she apparently made you shit yourself?"

That's when Rarity snapped her gaze to him and listened closely.

"I-I'm sorry, Mr. Cobblepot! She did something with her eyes! Its like she made us more scared than we've ever been before!" the henchman replied on the radio.

Cobblepot stopped walking and stomped his foot on the ground as hard as he could. He began to violently yell into the radio. "YOU THINK A LITTLE YELLOW THREE-FOOT-TALL FREAK IS SCARY? YOU AINT SEEN NOTHIN' YET! JUST WAIT 'TILL I GET MY HANDS ON YA! I'LL SHOW YOU A NEW KIND OF SCARY!"

"No! P-Please, Mr. Cobblepot! I-I'm really sorry!" he replied

"Ooh not as sorry as you will be, son! I can promise you that!" Cobblepot then threw the radio on the ground and it shattered into a million pieces. He turned to one of the henchmen behind him. "Go get Mr. Abromovitch and let him have a little fun with those bastards!"

"With pleasure, sir." Said the henchman. He took off out the door he just entered in. Cobblepot turned and started to walk towards Rarity's room.

Now Rarity was worried and confused. Something had happened to Fluttershy and Cobblepot was not happy about it. Which meant she either escaped, or she died before Cobblepot could see her. She prayed it was the first choice.

Cobblepot shouted as he approached the room. "Hey! Get your pony arse out here! NOW!"

Rarity cautiously complied. She slowly walked out into the open space and held her breath for what he was about to say.

"You're little friend is a bit of a surprise! Who'd think that something as small and cuddly as that could ever find a way to get outta here in one piece?" he said to her.

Rarity felt the smallest feelings of hope build inside her when he said it. "I'm terribly sorry, but what to you mean by that?"

"Your friend, Flower Sky, or whatever managed to freak some of my guys out, survive inside a little room with Freeze, and escape my museum in one piece."

Rarity almost exploded in tears. She was so relieved that Fluttershy was clever enough to find a way out. She was also a bit surprised as well. She didn't know Fluttershy could manage to fight back against mean henchmen and a man who was apparently more evil than Cobblepot. She started to shake in her place. She wanted to run around the room, but she held as still as she could.

"Uhm…I…I don't, uh…" Her excitement left her speechless.

Cobblepot continued. "Well, I'd count myself lucky if I were you. If she didn't escape, she'd be the clear choice of who I'd keep. But since she's gone, looks like I'm stuck with second best, you."

That's when Rarity got annoyed. "Excuse me? Second best?" She took a step forward. "I'll have you know that I am nothing short of perfection when it comes to competitions!"

Cobblepot sneered. "Well if you're as good as you say, then you're gonna have to do something to show me just how good you are."

Rarity looked at him as confidently as she could. "Give me your best shot."

As Cobblepot walked with Rarity down the hallway he had entered from, she boasted about her home, her job, and everything else that she was good at in Equestria. He seemed completely uninterested until she talked about her unicorn magic. He asked her questions about stuff she did with it, and how powerful it was. That's when she told him the story about using it to get her cutie mark.

"So you're tellin' me that your horn actually dragged you to a giant boulder that was littered with gems inside?" Cobblepot asked.

"Yes it did. I used those gems to make the costumes look spectacular, and everypony loved them!" she exclaimed.

Cobblepot seemed very interested in her magic. "So you think you can use your magic to find anything else?"

Rarity thought for a moment. She never tried to use her magic to find anything else like she used it to find diamonds. She wasn't sure if it was possible. Cobblepot looked disappointed when she didn't speak after about seven seconds.

"So you just use it to find diamonds, eh?" His tone suggested that he already knew the answer.

"Well, it serves more purposes than that." She said. "I can use it to shape plants into certain designs, or manipulate nearby objects so they're more accessible, or-"

"Manipulate?" Cobblepot cut her off. "What do you mean manipulate?"

Rarity paused for a brief moment, annoyed that he had just interrupted her. "Well, I can make something I need from across the room come to me instead of having me come to it. Like, I can make it float."

"Really?" Cobblepot sneered. "Well, I for one would love to see a demonstration of your abilities."

They had been walking down a number of hallways for the past few minutes. They had arrived at a small room where two of his henchmen were leading a man outside to meet them. Rarity watched them push the man out into the hallway right in front of them. He fell on his face at her hooves. The second that he impacted, Rarity got a slight chill. She could have easily guessed who this was. She started to feel anger toward the supposed 'evil' man who was locked in that room with poor Fluttershy.

"You know that this here's the snowman, right?" Cobblepot asked her.

She nodded slightly and continued to glare at him as he looked up to meet her eyes.

"Mr. Freeze…"

Rainbow continued to pace in the hall. Twilight had helped the doctors in moving Applejack onto a mobile hospital bed so they could patch her up more comfortably. The doctors had fixed any major injuries she had and had just given her a small sedative so she could relax.

"Okay," Dr. Hamaski said to her, "The sedative will take effect shortly. Once you wake up, you should be as good as new."

"Thank you so much for this, doc. It means a whole lot." Applejack replied.

"How long will she be out?" Twilight asked him.

Dr. Hamaski faced her. "She should be out for about an hour-and-a-half. Once she-"

Pinkie Pie appeared suddenly, cutting him off. "Twilight! Applejack! My tail is twitching!"

She held it up and sure enough, her tail was twitching like crazy.

Rainbow zoomed right next to them in a flash. "Twitchy tail?" She saw Pinkie's tail and they both ran to Twilight and huddled closely together. Applejack curled into a ball and covered her face with her hat on the bed. They all looked around the inside of the building while Dr. Hamaski stood there awkwardly.

"Um, what are you doing?" He asked them.

"My Pinkie-sense says that stuff is gonna start falling!" Pinkie exclaimed.

"Pinkie-sense?" He scratched his head, confused.

"Yeah! It lets me know when random stuff is gonna happen!" She said.

He looked extremely confused. "That doesn't make any-"

He was interrupted by the sound of a huge explosion. Everyone inside exclaimed at the sudden noise and small tremors. Accompanied with the explosion was the sound of shattering glass, and wood shattering from the direction of the entrance. A second later, they heard more enormous reverberating smashes as they saw the bells from the tower fall onto the concrete ceiling above the entrance. Once again, another Pinkie-sense prediction had come true.

There was a big cloud of dust that came out of the openings above the entrance. The three officers ran through the door to the tower to investigate. The three mares released one another and Rainbow also went to investigate. She flew through the door and into the next room. It was even dustier inside. She squinted her eyes, and covered her mouth with her hoof as she progressed.

She flew up to the place where the bells impacted, and looked up. There was a small fire at the top of the tower, and some small debris was still falling down. "It's all destroyed up here!" She yelled to the officers behind her.

"Is Batman up there?" She heard officer North reply.

She looked around on the ground for him. He wasn't there. "No he's not!"

While Rainbow was looking with the officers, Twilight, Pinkie Pie, and Applejack talked among themselves.

"What was that?" Pinkie Pie asked.

"I think its what the thugs were carrying when they barged inside here!" Twilight said. "But why would they want to blow up a church? It's crazy!"

"Ah ain't sure, Twi." Applejack yawned. The sedative was starting to take effect. "But we need to find Fluttershy and Rarity before it gets any worse."

"How are we going to do that while you're recovering?" Twilight asked her.

"Ah'll be fine, sugarcube." She said with another yawn. "These guys are nice, and they're in control again."

Pinkie Pie spoke up. "Yeah, Twilight! All these doctors will make sure nothing bad happens again!"

Twilight didn't like the thought of leaving Applejack alone in this place. She decided to see what Rainbow thought about it.

Rainbow returned about a minute later. "Everything up there is destroyed! Batman's gone, but officer Cash said that he made it out."

The rest of them looked at her. "Lets hope so." Twilight said. "Rainbow, we need your honest opinion on what we should do."

Rainbow landed in front of Twilight. Pinkie sat behind her, looking at both of them. "Applejack wants us to go out and look for Fluttershy and Rarity right now. If we did, we would be leaving her all alone here."

Rainbow looked to Applejack. She was asleep.

"Well…" She paused for a moment. She knew that they had to find their other friends, but she also didn't want to leave Applejack here all alone. Here, however, she was safe. Like officer Cash said, 'This is the safest place in Arkham City'. She was worried about another assault on here, but she was positive that the officers wouldn't let it happen again. Her mind was made up

"Lets get out there and find them."


	5. Reunion

Fluttershy stirred as she slowly regained consciousness from the fall. How long had she been out? Ten minutes? Twenty? She didn't know for sure. She opened one eye. Everything was dark and fuzzy. She heard muffled voices coming from her left. There were two of them. She turned her head toward them and tried to see who they belonged to. She blinked a few times to try and clear her vision. At first, all she could see was two bluish-grey blobs talking to each other. She blinked a few more times until the image became clearer.

About three feet away stood two men in big blue coats. One of them had his hood up, while she recognized the other as the man who had been put in here with her. She remembered Bruce Wayne saying that his name was Ryder. They were both looking at her and talking.

"Look, she's waking up." The man said. It sounded muffled, but she could understand him.

"Oh, good." Ryder said. "Hey. Can you hear me?"

Fluttershy made a small mumbling sound. She inhaled deeply and tried to sit up. She sat up slightly before she felt a stinging pain on her left flank. She instinctively made a small cry as she grabbed for it. The two men quickly went to her side.

"Whoa, careful! You have a pretty serious cut there." The man said to her.

She looked to her flank and sure enough, there was a very large cut on her flank among other smaller cuts all over her. The largest cut went right through one of the butterflies she had on her cutie mark. It had been bleeding profusely over the period of time that she was unconscious. Her eyes started to water once again, and she began to cry softly.

Ryder looked at her. "Hey, don't worry. We're going to help you, okay?" He turned and scooped up a pile of dirty snow and held it in his hand. "Eat this. It's going to be nasty, but you need water. You've lost some blood."

She wiped away her tears and looked at it. He put it in front of her and she scooped it up in her mouth. He was right. It was nasty, but she didn't care. She melted it in her mouth and swallowed. It felt like the most refreshing drink of water she ever had. He scooped up another handful while the other man began to rip some fabric he had been holding into strips.

After a few 'drinks' of water, she spoke to him. "Thank you so much, Mr. Ryder." Her voice was weak and crackly. She tried to clear her throat and then spoke again. "Thank you." She repeated with a small smile.

Ryder returned with small grin. Then he turned to the other man. "How's it coming?" he asked.

"I have a few strips done." He replied. "We're going to have to tie a few together or else they won't be long enough."

Fluttershy looked at them with a worried look on her face. Ryder saw it, and took it as a question. "We're going to make you a makeshift cast until we get some real supplies at the church."

She looked at her flank. She felt so sad that her butterfly was ruined. She felt foolish. Taking that big of a risk of flying out into the cold, thinking everything would be okay. She criticized herself for forgetting how cold it was outside. At least it wasn't too bad underneath the glass tunnel she was in.

The two men began to carefully clean and wrap up her cut flank. She winced a few times when it hurt, but it wasn't too bad. After a minute or so, they had used up all the fabric. They managed to completely cover up the cut.

"Do you think you can stand?" The other man asked her.

"I-I'll try." She said.

They gently helped her out of the garbage and onto the pavement in front of her. They slowly took away their support and let her try to stand on her own. It took a little time, but she began to walk around in small circles, limping with every other step.

"Good. I'm glad that worked." Ryder said. "It's not a permanent fix, though. Not until we get to the church and get the proper help."

Fluttershy limped over to them. "Oh, um, alright. Is it safe to go now?"

The other man cautiously looked down either way of the glass tunnel before answering. "I think so. I don't see anyone else down here, but its not safe to assume that everything is safe based on a first glance. We should get going as fast as we can until we get there."

Ryder nodded and looked to Fluttershy. "If you have any questions, we can walk and talk. We need to go now though, okay?"

"Okay." She answered.

They started to walk to the left. Ryder walked next to the other man directly in front of Fluttershy, keeping with her pace. She limped on as fast as she could. Then she remembered her wings. She didn't know if they were injured or not. She instinctively closed them when she felt the icy breeze hit her when she flew out of the museum so quickly.

She opened each one up slowly. They both felt fine. She began to flap them until she started to come off the ground. She felt relieved that now she could move around more quickly, but she noticed something different. She felt like she was exerting as much energy to stay in midair as she would when trying to fly as fast as she could.

She felt extremely tired after a minute or so. That's when she remembered her cut. She had lost some blood after she fell through the glass, so it must have also depleted her energy. She lowered herself to the ground again. Cringing as her cut stung her when she landed. She would use her wings again after she got the help she needed, or if it turned into a live or die situation down here.

The three continued down the dark alleyway. Fluttershy had asked them a few questions about what has been going on, or if they had seen any of her friends. The other man had been in Arkham City for about four days, but he hadn't heard or seen anything in the past few hours. Ryder said that after Bruce Wayne rescued him from the thug, Cobblepot knocked him, Rarity and Fluttershy unconscious. The remaining thugs gave him a few good kicks while he was curled up on the ground, but after they left, Ryder got himself up and ran to the nearest alleyway he could. He didn't know where they had taken Fluttershy or Rarity.

Fluttershy spoke. "Well, um, when I woke up inside the museum, I was being dragged by two of his henchmen. They put me inside this little room with Mr. Freeze."

They both stopped walking and turned to her with wide eyes. "Freeze? He was right with you in the museum?" Ryder asked her.

"How did you make it out of there in one piece with Cobblepot, some thugs, and Freeze watching your every move? All of those guys are pure evil!" The other man said.

Fluttershy looked at them in confusion. "Oh, no. Mr. Freeze isn't evil he's just misunderstood. He was actually very nice to me." She said to them with a small smile.

The two men looked to each other quickly and then back to Fluttershy. "Did he tell you what he's done?" The man asked her. "Like everything he has done?"

Now she looked worried. "N-no." She paused before continuing. "He just said that he wanted to try anything and everything to help his poor wife."

Ryder looked like he didn't know how to continue. "When we get a minute, remind me to tell you later."

Fluttershy still looked worried. She met Freeze personally and he didn't seem half as bad as everyone said he was. She didn't know what to believe.

They continued down the alleyway for a few minutes until they neared the end of the alley. As the street slowly came into view, they heard many faint voices. They stopped walking while the other man went to investigate as silently as he could. He got a few feet from where the alley ended and hid behind some boxes as he peered around the corner. Then he came back to Fluttershy and Ryder.

"There's about four other guys out there. They're just talking with each other." He whispered

"How far away are we from the church?" Ryder asked.

"Not very far. Maybe a few blocks, but unless they leave, we're not going anywhere." He replied.

"Isn't there another way around?" Fluttershy asked.

"Yes, but it goes through a minefield. This stupid gang war has gotten out of control. This is the only way to get there." The man replied.

Fluttershy hung her head sadly. She still blamed herself for being so foolish and flying right into the freezing cold weather. She looked back up. Ryder and the man stood there silently. Fluttershy knew that if she didn't get the help she needed and fast, she would die. She considered using her wings to fly over the thugs and get to the other side, but there was the double risk of them giving out and falling again, or if she did make it, she would be alone in this big prison. She had no options

She limped over to the wall and lay down against it. She put her face in her hooves and held back the tears that were about to fall down her face. She looked up to the smoggy sky in desperation. Hoping with all her heart that a miracle would happen…

"Officer Cash, please! We need to go out and look for our friends! They could die if we don't help them soon!" Twilight pled to Cash.

"Nuh-uh. There is no way I'm letting you out of here. It's way too dangerous out there for you. Besides, Batman said he would keep an eye out for them." He replied.

Twilight, Rainbow, and Pinkie were all gathered around Cash who was guarding the main door to the church. All three of them decided that the best course of action was to go outside and take a quick look around Arkham City for their friends while Applejack was recovering.

"What if he doesn't find them in time?" Pinkie demanded.

"We feel so guilty just sitting here waiting for something to happen! We all want to go out there and at least look!" Rainbow added.

Cash's expression tensed. "Look, I'm doing you four a favor by keeping you here. You were outside for about ten minutes and you didn't even see half of the crap in here."

"Officer Cash, you have done more than enough for us tonight," Twilight began, "We are forever in your debt for your hospitality, but our friends need us to help them. They're probably cold and all alone in this enormous prison. If they don't get help soon, they'll die."

Cash listened to her intently as she pled. Rainbow stepped in. "We will never forgive ourselves if something happens to them. All we want is a change to go out an look for a bit."

He stood in silent thought for a few moments. Then he glanced over to Officer North, who was standing a few paces away. His eyes said to let them look if they were sure they could handle it. Cash returned his gaze to the mares. "You sure you'll be okay?"

"Yes, we'll be fine." Twilight said. The three ponies' eyes lit up as Cash reluctantly agreed.

"Okay you can go. Please be careful. If something happens to you out there, we wont be able to do anything for you." He said as he turned to open the door.

"Okie dokie lokie! Thanks so much, Officer Cash!" Pinkie Pie exclaimed happily.

The door opened and Cash held the inner door open for them. The three ponies all walked through the door. "Thank you so much for this, and for your help. We promise we will be back for Applejack when she's awake." Twilight said as they made their way out the door.

"Real quick warning for you all." Cash said. The ponies all turned around to face him. "Don't start any fights that you don't plan on finishing. Most of the people in here are bloodthirsty freaks that would literally kill for some easy looking targets like you. Just stay out of everyone's business and you should be fine." The ponies looked uneasily at one another. "Another thing. Get all the food you can find. Its rare to find in this place. Use your wits, skills, that magic, anything you can to get some food. Then get out of there fast. Finally, just don't mess with any of the gangs around here at all."

They all nodded in acknowledgement but were still very nervous. "Good luck." He said as he shut the door.

The ponies turned to the outer door and got ready to walk outside once again. "Ready?" Twilight asked. "Ready." Pinkie and Rainbow said. Then Twilight opened the door.

The temperature outside wasn't as bad as it was when they were first put in here, but it was still very cold. They all instinctively shivered as soon as they stepped outside. The wind wasn't blowing as bad and it was snowing. They saw the gate and moved towards it. Rainbow pushed it open and they scurried to the left, and hugged the wall. They took a second to look around at their surroundings before they began to walk down the street.

There were a few inmates on the opposite side of the street conversing with eachother and a few more in the middle of the road walking in the opposite direction; Twilight, Pinkie, and Rainbow looked to their hooves as they walked down the street. They heard the inmates laugh as they passed. "Keep a low profile, girls. Don't talk to anyone just listen. See if you hear anyone say anything about Rarity or Fluttershy." Twilight whispered.

They turned right at the end of the road and went back the way they came when they first discovered the church. There were a few inmates talking on this street too. They listened in as they spoke.

"…Then the church freakin' exploded."

"Wow crazy, man. Did Harley do that?"

"I think it was the Bat."

"No way."

"Think about it. He was the last one in, the last one out."

"Yeah, but since when does the Bat do stuff like that?"

"Since ten minutes ago."

They continued walking down the street. Listening to more conversations that were going on. They heard about inmates' stories, something about a Cat tying up someone named Two-Face in a courtroom, more theories about how the church exploded, questions about why there were ponies in Arkham City, and various other conversations.

They turned a right corner and walked down the street. It was darker and gloomier than the others. There were four inmates on the left side of the street doing various activities with one another. One was doing pushups on the sidewalk. The other three were just standing around talking. The ponies stayed to the right side of the street, listening as much as they could but keeping their eyes to the ground in front of them.

One of the inmate's heads shot up and pointed to the ponies. "Hey look! There's some of 'em now!"

The three ponies froze where they stood. The four inmates began to walk toward them. They all looked like they were ready to do some serious damage.

"Eddie wasn't bullshitting us! There really are little pony freaks in here!" One of them said.

"Yeah they look real scared! What's wrong? You guys lost?" Another inmate mocked.

Twilight spun around to face Rainbow and Pinkie. "Now what do we do?" She whisper-yelled.

"I say we show them what us ponies are made of!" Pinkie said.

"Yeah! Remember what Cash said? He told us to use our skills, wits, and your magic! I think we can take them if we give it our all!" Rainbow added.

Twilight turned to face the quickly approaching inmates. They were running now. She faced her friends again. "Okay girls, lets do this!"

They charged toward the inmates. Twilight's horn began to glow as she mustered up a spell, Rainbow took off in the air and sped up toward them, and Pinkie Pie bounced in zigzags around them as the gap between the inmates and ponies closed.

Rarity sat silently for a few moments, her anger growing every second as she looked at the man that was more evil than anyone else in Arkham City. Everyone she had met since she entered this penitentiary had said that Mr. Freeze's heart was as cold as his name. That he showed no care for others, he only did what he did for his own selfish desires, and he had no remorse for any wrongdoings that he did. Fluttershy had been held with him.

Rarity learned of her escape from Cobblepot. His henchmen had apparently been struck with absolute and total fear at the sight of the small yellow Pegasus. Rarity didn't think it was possible. The Fluttershy she knew couldn't have done that to anyone. She came to the conclusion that Freeze had done something to her. Either corrupted her with some unknown method of hypnosis, or she lost her own sanity out of pure fear and had become some kind of unstable monster. She was unsure of what really happened.

"You know he was with your friend, right?" Cobblepot asked her.

Rarity nodded slightly, not taking her gaze off Freeze.

"He probably made her a new kind of scared just by lookin' at her." Cobblepot added with a sneer.

Freeze nervously looked back and forth to Rarity and Cobblepot. "No! No that's not what happened at all! She was-"

In one fluid motion, Rarity sprung up in the air, flipped 180 degrees around and bucked him as hard as she could in the face, cutting him off. Freeze's head flew back and smacked the hard floor before he slid back about a foot. Rarity turned to face him again, breathing heavily and her eyes full of fury. Cobblepot and the rest of his henchmen couldn't hold back their laughter.

"HA HA HAA! Yeah! Show that cold bastard a thing or two!" Cobblepot laughed.

Rarity began to advance toward Freeze. He started backing away. "No! Please! She's all right! Fluttershy is all right! Please let me explain!"

Rarity softened her rage slightly when he said her name. She was a few paces away from him before she stopped advancing.

"_Why would someone as evil as him say her name when pleading for mercy? It doesn't make sense_." She thought to herself.

She wanted to know what happened exactly between him and Fluttershy. She would ask Fluttershy what happened when she found her, but right now, she had Freeze.

"Alright, fine! Talk! What happened in there?" She demanded.

Freeze exhaled. "I was in this room when she woke up. She looked like she had been thro-"

Cobblepot stepped toward them. "Oi! We ain't got time for twenty questions!" He yelled, cutting Freeze off. "You get to take him to his new room!"

Rarity turned to face Cobblepot. "I want to know what happened to Fluttershy right now!"

"Keep lippin' off and you might not get the chance!" Cobblepot snapped back.

Rarity paused for a moment, thinking about what to say next. "If I get him there, I want a chance to question him alone."

"I don't think so. Not alone. You aren't that trustworthy just yet." He replied

"Well then have some guards keep me supervised! Either way, I want some answers from Mr. Freeze!" She retorted.

Cobblepot paused. He was getting angry. Finally he sighed. "Fine." He said. "Don't get any cocky ideas, though. If you do, you won't tell anyone else about it."

Rarity gulped but kept her defiant face as much as she could. "Thank you." She enunciated before turning back to Freeze. Her horn was glowing. "Come on!" She demanded.

Freeze slowly got to his feet. He took one step before Rarity used her magic to pick him up in the air. At first, Freeze began to panic. Unsure of what to do, he simply sat there surrounded in the magic field that Rarity had created. She turned and began walking down the hall with Freeze trailing her like a dying balloon. The other henchmen and Cobblepot stared at her in awe.

"Holy hell…" Cobblepot said with a grin.

They continued to walk down the hall. A henchman was walking behind him while two more were on either side. Cobblepot walked on the right side of Rarity in front as they made their way. The henchmen were all taking turns mocking Freeze and spewing obscenities at him. Rarity didn't like Freeze, not one bit, but she couldn't help but feel sorry for him.

After about five minutes of hearing the abuse going on behind her, Cobblepot spoke up. "Hey shut yer mouths back there!" They rounded a corner and there sat a large doorway. "Here we are, the war room!"

As they entered the room, Rarity saw a number of miscellaneous objects. She saw a large map spread out along the floor in front of a tropical-themed display case. The map had miniature figurines of penguins, multicolored game pieces, and a few sets of chattering teeth. On the corner of the map was a picture of someone. His face was snow white, his lips were blood red, and he was wearing what looked like black makeup around his eyes. His hair was bright green, and his mouth was formed into an enormous smile. He looked like one of the happiest people on the planet, but also one of the creepiest.

Rarity looked around some more. There were three more henchmen in the room. Two of them were dressed like the other three that she was with. The third henchman was enormous. He was shirtless, shoeless, and he only had one arm. He looked very, very mean. On his back was an enormous sickle. He shot daggers at Rarity with his eyes alone. Rarity's anger was gone and was now replaced with fear.

"Mr. Abromovitch! Could you be so kind as to show our guest to his new room?" Cobblepot announced with a slight laugh.

"My pleasure, Penguin." He replied. His accent was very thick. Rarity didn't have to be from this world to know that it didn't sound like a good guy's.

The giant stepped toward them. Every step he took, Rarity trembled. She spread her four legs apart to get more balance as he came closer. He was barely within reach when he reached over her and grabbed Freeze with his one massive hand. She came up to his kneecaps. She released Freeze with her magic and immediately dropped down to the ground.

"What do you want me to do with marshmallow pony?" Abromovitch asked Cobblepot. The other henchmen laughed at his question. Rarity was insulted but was too nervous to say anything.

Cobblepot chuckled. "Let her talk to Freeze alone for a bit. I need two of you to watch her while she does. Make sure she doesn't try anything funny."

The two henchmen who were in the room when they entered nodded in understanding.

Abromovitch carried Freeze through a door on the left side of the room that led behind the tropical display case. Rarity looked on as they exited. Then she turned to Cobblepot. He looked back at her. "Well, ya better get askin' him whatever it is you wanna ask him. Once you're done with him, he's going in there." He said as he motioned to the tropical case.

Rarity looked at the case, confused. "Why are you putting him in there? It looks like a piece of paradise, not a prison cell."

"That all depends on how you look at certain things. Right now I imagine that the snowman is pretty nervous about what's gonna happen. Me, I'm just exited about the newest piece in my collection." Cobblepot said with a sneer.

Rarity continued to look at the case. She didn't understand what he meant but she was determined to find out. She was about to head back until she heard the door slam open behind her. Everyone in the room turned around to see a henchman running up the stairs with a radio.

"Mr. Cobblepot! Mr. Cobblepot!" He exclaimed. "You need to hear this, sir!"

"What's going on?" Cobblepot demanded, grabbing the radio.

"Undercover cops, sir! They've been in here the whole time!"

"What?" Cobblepot shouted. He turned around to face the rest of the room. Abromovitch came out from the back room. He wasn't holding Freeze anymore. "All of you get down to the Iceberg Lounge! We got some heads to crack!"

"What about her, Mr. Cobblepot?" One of the henchmen asked.

"If she leaves the room, I'll throw her under the Iceberg and let Grundy have some fun with her!" He said as he gave a menacing glare at Rarity. Everyone else in the room reacted with various "Ooooohs" as if Cobblepot had suggested a fate worse than death. Rarity wasn't ruling anything out.

"I'll stay put, Mr. Cobblepot." She said.

"You better, Miss Rarity. God help you if you don't." He warned.

Everyone turned and ran out of the war room, save Rarity. Once the door shut, she stomped her front hoofs on the ground and screamed as loud as she could. She was feeling so many emotions at once. Happiness because Fluttershy was alive, anger toward Freeze, fear toward everything else. She could hardly take it. She stomped the ground repeatedly and screamed at the top of her lungs.

After about thirty seconds, her tantrum was over. Tears were in her eyes, and she was panting. She took a moment to calm down before remembering the task at hand. She wiped away her tears and walked back to the back room.

As she rounded the corner, she saw Freeze sitting against the wall looking at her with his dark, tired eyes. She walked over and stood right in front of him, looking him square in the face.

For a moment, they each said nothing. They simply stared at each other before Mr. Freeze broke the ice. (No pun intended)

"Well? What are you waiting for? Go on. Ask away." He spat.

Rarity felt her anger boiling up inside her again, but she held it back as best she could and stepped forward. "Look, I think we may have gotten off on the wrong hoof here. How about we start over?" She suggested as calmly as she could.

Freeze continued to glare at her for another moment. Then he took a deep breath before sitting up. "Alright." He said.

Rarity extended a hoof to him. "I'm Rarity." She said with a small smile.

Freeze simply looked at her hoof. "Victor Fries." He replied.

After he didn't take her hoof, she began to feel frustrated again. "Look, Victor," she began, "I've been through a rather large ordeal tonight and I'm showing you as much kindness as I can right now. The least you could do is return it." She said calmly but sternly.

"Believe me Rarity, I'm showing you kindness by not shaking your hoof. You would not find it pleasant." He said.

She lowered her hoof and stared at him with curiosity. "Why wouldn't I?" She asked him but began to wave her hoof in the air immediately after. "Uh, nevermind. Lets return to that later. First thing's first."

"I agree. Fluttershy is who you wish to know about." He said

"Yes I do." She took a step closer and sat down in front of him. She stared at him not knowing what to expect. "Please, please be honest with me, Victor. Has Fluttershy been harmed in any way? Is she alright?"

He looked at her, confused, almost insulted at her question. "How could I possibly harm a creature as kind and sweet as Fluttershy?"

Fluttershy had been lying on the ground for about two and a half minutes when she heard some commotion going on outside in the alleyway. She lifted her head and looked down to see Ryder and the other man standing at the opening. They were watching something happening out in the street. She slowly got to her hooves and carefully limped over to them.

"W-what's going on?" She asked.

Ryder turned around to face her. "The inmates are fighting with three other ponies!"

Fluttershy's eyes widened bigger than ever. "Ponies?" She gasped. She pushed him out of the way looked out into the street. There, she saw the four inmates that previously prevented them from continuing on fighting with her friends Twilight Sparkle, Pinkie Pie, and Rainbow Dash. She could hardly contain her excitement.

Rainbow flew up in the air about ten feet before spinning around 180 degrees and crashing into an inmate's stomach. He doubled over and Rainbow kicked him down to the ground.

Twilight was working on two inmates at once. They charged from either side of her, determined to catch her if she ran. Instead, she teleported a few feet in the air right as they were about to grab her. They crashed into each other and bonked their heads in the process. In the air directly above them, Twilight let gravity do its job and she landed on their heads, knocking them both out.

Pinkie was bouncing around the last inmate with her usual, Pinkie Pie smile while she was talking and giggling his ears off. He was trying desperately to catch her, but she was bouncing just out of his reach.

While she bounced around, she laughed and asked him numerous questions like, "What's your name? I'm Pinkie Pie! Why is it so dark here? Did somepony turn out the sun? Does somepony make it day and night here too like in Equestria? Princess Celestia does that for us! Well, Princess Luna makes it nighttime, but Princess Celestia makes the sun come out! Wait! You don't know who they are do you? Hee hee hee! I can forget some things so fast! I'm such a silly-willy Pinkie-winkie sometimes! Hee hee hee ha ha ha ha!"

The inmate chasing her looked furious. He grabbed his head and screamed at the top of his lungs as she continued to ramble. "Ooo you're loud! I can be loud too! Hey! Lets play a game! Do you like games? I love games! They're my most favorite things in the whole wide world! Well, except for pranks! And PARTIES! I love parties! Its what my cutie mark means! Wanna know how I got my cutie mark? Do ya, do ya, do ya? Huh, huh, huh, huh, huh?"

The inmate yelled once again as he made another failed attempt to grab the pink party pony. "SHUT UUUUUP!"

Twilight and Rainbow watched the entire thing and laughed the whole time. Eventually, Rainbow began to feel kind of sorry for him. Barely holding back her laughter, she came over to the inmate and bucked him in the head, knocking him out cold.

Twilight landed on the ground next to the two inmates. She breathed a sigh of relief now that the fight was over. Pinkie bounced over to her. "Hooray! We did it!"

Rainbow landed next to them. "Yeah we did! Good job guys!"

"Thanks, Rainbow!" Twilight said with a huge grin.

They all hugged each other, feeling a huge sense of accomplishment. They were just about to continue down the street when they heard a familiar voice quietly call out to them from nearby.

"Girls, that was amazing!"

They snapped their heads toward the nearby alleyway to see Fluttershy waving to them with a huge smile spread across her face.

"FLUTTERSHY!" They all screamed and went to her as fast as they could. Fluttershy limped a few paces toward them before they met in one huge embrace. They were all crying tears of relief as they were finally reunited with one another.

They released the hug and started exchanging details with each other. They told Fluttershy that Applejack had been hurt and was getting better in the church. They also told her about Officer Cash, and how Batman saved them from Harley Quinn. Fluttershy told them that The Penguin had kidnapped her and Rarity and had held them in the museum. She also told them about her talk with Mr. Freeze, her fall through the glass after she escaped, and how Ryder had helped her as best he could.

"Are you alright?" Rainbow asked her.

"N-no, I'm not. I can't stay in the air for very long. I just lose my energy too quickly." She replied.

"She's lost a lot of blood." Ryder said. "If she doesn't get help soon, well…" He didn't continue. They all understood what he was saying. Then Pinkie had an idea.

"Ooo Twilight! Can you use some of your magic to make her feel better?" She exclaimed.

Twilight sadly shook her head. "No. Unicorn magic can't be used to heal physical problems like cuts, bruises, or broken bones, it can only perform special tasks that somepony may need at the time. Like teleporting, or time spells."

"The only thing we can do is get her to the medical center! The doctors there should be able to help her!" Rainbow said.

"But what about Rarity?" Fluttershy asked.

Rainbow thought for a moment. They had solved one of their problems, but now they had another problem. Fluttershy wouldn't be able to go with them because of how weak she was. They couldn't just turn back to the church again either. Cash might not let them leave again, and they were so close to Rarity.

"We're going to have to split up again." Rainbow said disappointedly. "Question is, who's going with who?"

They all paused as they looked around to each other. Pinkie raised her hoof. "I'll take Fluttershy back to the church."

They all looked to Pinkie. "Are you sure, Pinkie?" Twilight said.

"Positive! We'll be fine!" She said with a smile.

The rest of them gave a small smile also. "Okay its settled. Rainbow Dash and I will head to the museum to find Rarity. Pinkie Pie will take you to the medical center to get you help, okay Fluttershy?" Twilight asked.

Fluttershy gave a small nod. "Okay. Um, please be careful though. If you can, can you try and get Mr. Freeze free too?"

"We'll try. Any friend of yours is a friend of ours, Fluttershy." Rainbow said.

Ryder shook his head immediately after her request. Twilight heard him mumble something to the other man under his breath, but she didn't catch what it was. She turned back to her friends, and gave them both one last hug. Rainbow did the same, and then they took off toward the museum.

Pinkie supported Fluttershy as they turned toward the church. Pinkie looked to Ryder and the other man. "Don't you wanna come with us?"

They looked at each other for a moment. "That's okay. We're going to lay low around here for a bit. I'd like some more info on what Strange is really doing in here." Ryder said.

"Yeah, and I gotta find my friend too." The other man said. "I haven't seen him in a few days. I'm expecting the worst but I wont stop looking for him."

Pinkie and Fluttershy looked at them sadly. "Well, okay. You know where we're going to be if you change your mind, okay?" Pinkie said.

"Yeah don't worry." The man said as he turned to leave.

"Good luck, Fluttershy. Be careful." Ryder said.

"Thanks. You too, Mr. Ryder." Fluttershy replied.

Pinkie and Fluttershy walked on toward the church. As they slowly made their way, they passed a movie theater. If she got the chance, Pinkie wanted to check it out. They were walking very slowly. They passed a few groups of inmates, but paid them no attention. Fluttershy stayed as close to Pinkie as she could, and kept her eyes to the ground. After about fifteen minutes of walking, the church finally came into view.

"Look, Fluttershy! There it is!" Pinkie pointed to the destroyed bell tower. Then she stopped walking. "Wait a second."

The church didn't look right. Sure it was still the same church, but there was something slightly different about it. They made it to the gate and looked inside the small courtyard. The four red banners that read "Medical Center" were laid out on the ground. Pinkie looked up to where they should have been. There were faded tan sheets hanging from the sides of the tower.

Fluttershy continued to look through the gate while Pinkie backed up into the street and looked up. The banners had a bunch of green marks on them. Perched on the very top of the steeple was a bright, green, glowing question mark.


	6. Patience

Applejack's power nap had been pretty unpleasant. She had these strange, yet incredibly lifelike dreams. She didn't know if they really happened or if they were part of her imagination; a side effect of the medicine she had been given, perhaps. She saw a blurry image appear for only a small moment of her. She saw herself still lying down in the hospital bed before everything went dark again. Then another image briefly appeared. It showed the officers running to the right and shouting something. They went out of her vision before they reached the door. She couldn't understand what they were shouting. It sounded like a bunch of fuzzy, disorientated sounds. The image faded out and changed once again. This time she saw the church floor moving towards her. It looked like she was either floating or the ground had turned into a liquid. She barely saw two pairs of feet on either side of her peripheral vision, so she assumed she was being dragged somewhere. Then the image faded out once again.

She didn't know if she was awake or still asleep. Every time she recalled the dreams, it was like she was experiencing them for the first time again. She felt herself slowly regaining consciousness, but her mind remained blank. She slowly began to feel her dream become lucid. She was standing in the middle of a giant void of nothingness. Every direction she looked was just black. She looked down to the ground. She saw her front hooves as clear as day, but she couldn't see anything underneath them. She felt the ground underneath them, but she didn't at the same time. She was literally standing on nothing.

"_What in tarnation?" _She tried to say, but she couldn't. She opened her mouth, but no sound came out. She screamed as loud as she could, but there was still a deathly silence. She began to walk forward. Not knowing where to go, but she figured that she may as well walk while she thought.

Her mind replayed the dreams she had while she asked herself multiple questions. _"Whats goin' on? Where am I? Is this a dream or is this real? Why cant I hear anythin'?" _

With every question she acknowledged, she began to notice that other thoughts came to her mind. Single key words or images randomly appeared in her mind. Green question marks appeared, an image of a brain, and words like 'confusion', 'conundrum', 'riddle', and 'challenge' also appeared.

She heard something. It was faint, but it was gradually getting louder with every second. It was a heartbeat. As it grew louder, the images and words became clearer. They soon projected themselves onto the environment around her. The heartbeat quickened, and the images multiplied. She began to feel nervous. Her dreamlike state was slowly turning into a nightmare. She breathed harder and faster as her eyes darted back and forth from image to image. Algebraic equations, blueprints, pictures, symbols, it was too much for her to take in all at once. She shut her eyes, trying to push them out of her mind. It didn't work. They were still in her brain, as clear as day.

Applejacks eyes shot open and she screamed. This time, it was audible. The environment around her had changed. She was now in a small, darkened cell. Her heartbeat was not as loud, but it was still audiable. She was relieved it was all just a traumatic nightmare, but she was still worried because she wasn't in the church anymore.

She looked around for any visual indications to where she was. As expected, nothing looked familiar. The room was strange. On the walls around her were large, crude paintings of apples. The apples on the walls in front of her and behind her were green, while the ones on her left and right were red.

"What the hey is goin' on? What's with these pictures?" She asked out loud.

Below one of the pictures was a phrase spelled out in green. "Hi diddle diddle, time for a riddle." She read. "Time for a riddle? What's that s'pose to mean? I aint got time for this!"

Out of nowhere came a voice. "You only have as much time as you want, Miss Applejack." It sounded distorted. Almost like a broken record, but Applejack could understand it.

"Whats goin' on here? Lemme out right now!" Applejack was furious. "What are you talkin' about? Are you the one who kidnapped my other friends? I'm gonna break outta here and rescue 'em all before I find you and teach you a thing or two!" She yelled.

The man laughed. "Oh please! I don't have your friends, not yet anyway."

"What do you mean 'Yet'? Who are you?" She demanded.

"Oh I'm sorry! I got so carried away by watching you run around like a brain damaged mule that I didn't properly introduce myself. I am Edward Nigma. Otherwise known as the Riddler!" He boasted

"Well, ya seem pretty show-offy and uptight if ya ask me." She scoffed.

His tone changed immediately to one of anger. "Well I didn't ask you!"

Applejack grinned. "So what exactly do ya want? I kinda got stuff to do here and this seems like a huge waste of my time, so lets get it over with nice and quick."

"What I want is to show that I am the smartest being in all of Arkham! I use riddles, conundrums, and various other challenges to assert my intellectual dominance over the rest of the idiots in here. However, I remain optimistic that I may one day find someone in here that is smarter than the average inmate in this pennitenary." Riddler said.

Applejack looked confused. "So you want me to answer a bunch of brainiac, mumbo jumbo questions to see if I'm smart?"

"In a manner of speaking, yes." He replied.

Floodlights turned on, causing the room to be totally illuminated immediately. Applejack shut her eyes to stop them from stinging because of the sudden light. She heard machinery beginning to start up from all around her. She squinted her eyes and began to look around the now illuminated room. She couldn't see anything above her, the lights were too bright. On the floor she could now clearly see another written phrase. '_Are you up to the challenge?'_ She began to look nervous

Riddler laughed. "I know everything about you little ponies. I even know all of your names and what your cutie marks mean. Strange thinks he's the brains of Arkham, but that proves he really is an imbecile."

"What do you mean? What do I do?" She asked.

The two walls on her left and right shuddered slightly.

"You are going to take my little challenge that I ingeniously prepared just for you. If you don't, you will die."

The two walls shuddered again. More violently this time. Then they began to inch together. Applejack looked worried. "What do I do? What do I do?" She yelled.

"Simply stop the walls from closing in. Easy, right?" Riddler chuckled.

"But how? I don't have any magic or tools or anything! These walls will crush me flat!" She began to panic as the walls slowly began to push themselves together.

Riddler let out a sigh of frustration. "Fine. Since you're too stupid to understand this conundrum yourself, I suppose I can give you the answer in the form of a simple riddle."

A canvas dropped down from the ceiling in front of her and a phrase appeared on it. Riddler read it aloud.

"_Riddle me this!_

_Bucky McGillicutty and Kicks Mcgee_

_Should be all you need to set yourself free."_

Applejack looked down to her hooves. Was she supposed to push on the walls? She ran over to the wall on her left and pushed with all her might. The wall didn't show any signs of stopping. She continued to push and push as hard as she could. It was no use. She looked to the opposite wall. Then she started thinking again.

The apple painting on the wall, her nicknames she had for her hooves, the fact that Riddler had mentioned her cutie mark, she was connecting the dots. Then she had an idea. She backed away from the wall and faced the opposite wall. Shifting her weight to her front legs, her back legs lifted into the air and she bucked the wall as hard as she could.

She turned around to see what had happened. Sure enough, the wall had stopped moving. She prepared to buck the wall again. Once she did, the wall backed up a few inches.

She had figured it out.

"See? You CAN do it! Continue to play my little game for as long as possible! I'm certain it would break your friends' hearts if they came in and found 'applesauce' instead of AppleJACK, so to speak." Riddler said.

Applejack gagged at the thought. "That's disgusting, Riddler! I ain't plannin' on stoppin' until I get outta here, so ya'll better shut your mouth!"

She ran to the other side and did the same thing. The wall stopped moving and she also managed to back it up. The opposite wall began to move again, however. As she made her way back to it, the wall she just stopped started moving again too. She looked at the walls, confused. This little game was not going to be a fun one...

"She was so kind. So gentle. I cant begin to fathom how anyone could bring themselves to hurt a creature as sweet as Fluttershy."

Freeze had spent the previous minutes talking with Rarity. At first, she was under the impression that Freeze had done something to Fluttershy to drive her insane with fear. Rarity figured it was the only way possible for her to escape the way she did. However, Freeze told her what really happened in the little room between him and Fluttershy, and Rarity believed him.

"So she reminded you of your wife. Nora, was it?" Rarity asked. Freeze nodded. "That's why you couldn't bring yourself to hurt her."

"One of the many reasons, yes." Freeze said.

Rarity looked ashamed. She had been extremely rude to Freeze for really no reason at all. Upon their meeting, she had bucked him in the chest as hard as she could, and in his weakened state, it probably really hurt.

"Well Victor, for whatever it's worth, I'm very sorry for the way I've acted toward you. I was just unaware of what really happened between you two, and everyone in here said you were extremely evil. You don't seem evil to me though. You seem quite pleasant." Rarity apologized.

"Fluttershy said the same exact thing. I hope she found a way out of here and that she is alright." He replied.

There was a long pause as Rarity tried to find the words to say next. She had done what she wanted to do, asked what she wanted to ask, but her expectations were way off. Mr. Freeze was nothing like what she had been told about him. Fluttershy and Freeze had built a small friendship between eachother. Any friend of Fluttershy's was a friend of hers, so she only thought it was right to offer up her help and find a way to escape.

"Well, is there anything I can do to help you Victor?" She asked. "I want to leave this place as quickly as possible myself. I think we can work together to get out."

Freeze sat up slightly. "I can't leave without my suit. Cobblepot won't just let us walk out of here either. He'll have increased his security since Fluttershy escaped. Not to mention he has control of my weapons."

Rarity tilted her head to the side. "Weapons?"

"My Freeze Technology weapons. I'm certain he will use them for his own pleasure." Freeze said. "He has control of this entire museum using guards, weapons, and anything else he can get his greedy fingers on. Finding a way out will not be an easy feat."

Rarity thought for a long moment. "Did Fluttershy say anything to you after she did whatever it was she did to escape?" She wasn't aware of Fluttershy's unusual methods of wildlife control.

"Yes, she told me that she would send help as soon as she found your friends. Other little ponies, I assume." Freeze said.

Rarity nodded. She wished Twilight was here. Twilight was better at coming up with plans than she would ever be. She had to think about this from many perspectives. Weigh her advantages and disadvantages in the grand scheme of things. She had her magic. Again, she wished Twilight was here. A simple spell would be all it took and they could be out of there in ten seconds flat.

She also had a very fragile alliance with Cobblepot. He trusted her enough to let her live, but that was it. Finally, there was the small chance that Fluttershy would find the rest of their friends and let them know what's going on in the museum. She could always rely on her friends for help if she needed it, but she had no way of knowing if Fluttershy was okay, or if she had found the rest of their friends.

She decided on using her magic and Cobblepot's trust against him. She didn't know how, but that would be her first step. Sitting and waiting for help would be her backup plan. She hoped that she would get a chance to use her backup plan. Cobblepot had said that if she tried anything then she would be thrown under the iceberg and let 'Grundy have some fun with her'. She didn't know what he meant, but it didn't sound good.

She heard the door out front slam open and Cobblepot was yelling. "I don't give a damn what ya do with 'em, just do it! Make it nice and painful for 'em! If what Jack said is true, then we gotta get ready for the Bat!"

Freeze's head popped up at the mention of the bat. "No…" He said quietly to himself.

Rarity sat next to him and stared. "What? What is it?"

Freeze's expresssion grew angry. "Batman."

Cobblepot walked through the door and turned to them. He was holding a large gun and still yelling into his radio. "Those bloody cops think they can mess with the Penguin, make sure they rot in hell!"

On seeing the gun, Freeze got up and started walking toward him. "Cobblepot! Return my weapons to me now!"

Cobblepot looked at him and laughed. "I don't think you're in a position to demand crap me right now, Freeze." He said pointing the gun at him.

Freeze was engraged. "I said give them to me and release us now!"

Cobblepot looked at Rarity, who stood off to the side watching the argument. "Oh, you two plannin' something behind my back, eh?"

Raritys eyes widened. "No! No of course not!"

He took a step toward her. "That's sure what it looks like to me!" He growled.

Using what strength he had left, Freeze pounced on Cobblepot and tried to pry the gun from his hands. Cobblepot held onto it like it was glued to him. Freeze was too weak to put up a good fight so he began to punch and kick him as hard as he could. Cobblepot returned with a few strikes of his own.

Their hands were going all over the gun. The barrel was pointing directly toward Rarity. Cobblepot grabbed onto another part of the gun and accidentally pulled the trigger.

Freeze screamed. "No!"

A blue blast of ice shot directly at her and hit her hoof. It went numb immediately and she screamed from the icy pain. Her hoof was frozen in a block of ice that began to grow up her leg and surrounded her body. Freeze and Cobblepot stopped fighting and stared at her. She squirmed and writhed as much as she could until she was entirely wrapped in a huge block of ice except for her head.

She could hardly breathe. Her entire body was numb. She looked to them and tried to speak. "H-h-h-help-p m-m-me! P-p-p-pleas-se!" Was all she got out.

Freeze continued to stare in horror while Cobblepot got a huge smile on his face. Turning to Freeze he punched him in the face. Freeze went down hard.

"Well now there's an idea!" Cobblepot shouted. "Oi! Two of you bastards get in here and put the ice man in the microwave! Then get her out onto the frozen lake! The rest of you bastards stay here and be ready for anything!" He walked out.

Two henchmen came into the room and began to pick up Freeze. Rarity watched them put him into the beach chamber and close the door before the cold got to her and she blacked out.

Pinkie Pie pushed the door to the church open. She helped Fluttershy inside and shut the door. She could tell something was wrong. It was dead silent inside. They slowly made their way to the second set of doors and slowly opened them. They slowly poked their heads inside and looked around.

"Um, h-hello?" Fluttershy whispered.

"Helloooooo! Anyone here?" Pinkie called loudly.

Fluttershy flinched as her friend's loud outburst cut through the eerie silence. Pinkie looked around and waited for a response.

"Huh! I guess they aren't here, Fluttershy!" She said.

"Um, Pinkie? Uh, don't you think we should, um, be a little quieter?" Fluttershy said.

"Oh! Sorry!" Pinkie whispered with a little giggle. "Where do you think they went? I don't think they would just leave out of nowhere. Especially if they were watching Applejack."

Her smile left and Pinkie gasped at the sudden realization. She ran inside to the bed where Applejack had been sleeping when they left. As she feared, Applejack was also gone. She looked all around the area, in the back room, by the organ, and found no one. She ran back to Fluttershy, who was curled up in a little ball on the floor by the door.

"Everyone's gone! Even Applejack!" She said.

Fluttershy looked up to her. "Oh, that's terrible! Where would they go? Why would Applejack go with them if she knew you were coming right back?"

Pinkie thought for a moment. "I dunno, Fluttershy." She turned around and briefly observed the interior of the church before turning to help her up. "First, lets get you fixed up."

"B-but Pinkie, you're not a doctor!" Fluttershy said.

"Don't you worry yourself, Fluttershy! I'm your auntie Pinkie Pie, remember? I'll get you fixed up in a jiffy!" She reassured her with a smile.

Fluttershy looked annoyed at Pinkie acting older than her, but she pushed it aside and went with her. It was Pinkie Pie, after all. "Okay, Pinkie. If you're sure."

"Yay!" She exclaimed.

Pinkie bounced alongside Fluttershy as they made their way into the empty church. Fluttershy looked around the interior of it. She didn't know how to feel about this place. Everypony had said that it was the safest place in Arkham City, but it didn't look any less scary than anywhere else she had been tonight. She wasn't leaving Pinkie Pie's side no matter what.

They made their way into the left half of the church where Pinkie had previously hid from the clown thugs. After she helped Fluttershy onto the hospital bed on the far left wall, she looked around for medical supplies. She didn't need to look far. There was a medical crate on the opposite side of the room next to the confessional.

"See? Look, Fluttershy! They wouldn't just leave all of their stuff here if they were just moving to another spot! I really think someone took them!" Pinkie said.

Fluttershy didn't say anything, but she curled up tighter on the bed. Pinkie began rummaging through the crate until she found what she was looking for. She returned to Fluttershy holding some cleaning alcohol, clean rags, water, some medical gauze, and bandages. Despite her reassurance, she really didn't know much about medicine. She had to at least try. She wouldn't try anything too big that might cause Fluttershy serious long-term harm, but she would try to wrap her cuts up and get her strength back.

She set the supplies on a small table next to the bed, removed the makeshift bandages from Fluttershys flanks and poured some water onto a rag. She began rub away some of the dried blood around her cuts. Hard enough to get most of it away, but gently enough to cause Fluttershy as little pain as possible. She flinched a few times when Pinkie pushed too hard in some places. Pinkie would apologize and try again more lightly. Eventually, all the dried blood was gone.

Next would be the hardest part. Pinkie inhaled deeply as she got the alcohol ready. "Okay, Fluttershy. Bear with me here, this is gonna sting."

Fluttershy began to shake and she looked extremely nervous. "O-o-okay." She gulped.

Pinkie poured the alcohol onto another rag and held it in her right hoof. She set her left hoof on the bed next to Fluttershy. She wrapped her front hooves around it and held it as tight as she could. Now Pinkie was worried. All her joyful, bubbly optimism had been to only delay the inevitable by calming Fluttershy down. She thought she would be more comfortable when this time came.

"Okay, you ready?" She asked her.

Fluttershy replied with a teary-eyed nod.

"One."

"T-t-two."

"Three."

Pinkie set the rag on her flank and pressed down. It didn't sting all at once until she began to rub the rag around. Fluttershy yelped and wimpered as she began to feel the throbbing stings start around her cutie mark. She cried as she held onto Pinkie Pie as tight as she could. Pinkie had tears in her eyes too.

"Its okay, Fluttershy. Just a few more seconds." She reasurred.

Fluttershy tightened her leg in hopes that it would subdue the pain a little, and also to resist the urge to move her leg out of the way.

Once Pinkie had finished, she threw the rag onto the other side of the bed and gave Fluttershy a big hug. Fluttershy returned the embrace as tight as she could.

"Its done. You're okay now." Pinkie said.

Fluttershy continued to cry softly. Her flank still stung, but she could feel it going away now. They continued to hug until she couldn't feel the sting anymore.

"I-its gone. The sting is gone now, Pinkie." She whispered.

"Yeah?"

"Yeah."

They released and looked at each other. "Okay, let's get it wrapped up then." Pinkie said with a smile.

She went over to the small table and got the bandages and the gauze. She returned to Fluttershy and put bandages onto her smaller scratches before beginning to wrap up the larger wounds with the gauze. She carefully wrapped her up until the roll was out. She decided to use a little bit more of another roll for good measure.

"There we go, good as new!" She said. "Do you wanna try walking around a bit?"

Fluttershy sat up in the bed. "J-just give me a minute." She said.

Pinkie went over and helped her onto the ground. Once she had all four hooves on the ground, she took one step forward. She slowly began to apply pressure to her injured leg. The pain was still there, but it was extremely weaker than it had previously been. She walked around the room a little bit before she went back to Pinkie Pie.

"Thank you so much Pinkie Pie!" Fluttershy said.

"You're welcome, Fluttershy! Anything for you!" Pinkie said.

They looked around the room for anything they could use: bandages, food, water, anything. Fluttershy drank lots of water. She desperately needed it after her injury. They didn't find any food, though. They took some water, and a few bandages before making their way to the door once again. They took one more look inside before pushing through the doors again and went out into the cold.

They saw a three inmates on the other side of the gate. They were dressed in the same blue coats that Jack Ryder was wearing. Fluttershy now felt comfortable enough that she suggested to Pinkie that they ask them about some food. She agreed and they both went to go ask them.

"Excuse me sirs?" Fluttershy asked them. All three of them turned to her and Pinkie as they approached.

"What the hell?" The one in the middle asked aloud.

"Woah, Stan wasn't kidding." The left man said.

Fluttershy stood a few feet away from them. "Um, do you think you could help us? We're uh, trying to find some food."

They exchanged glances with one another before the right man spoke. "They usually drop it off on the bridge on the way to the steel mill. Just up that broken freeway there." He pointed to a destroyed portion of road that led up to the freeway.

"Those animals will take all the food before you even get a sniff of it though." The left man warned. "I haven't eated in three days. They act like total savages for the littlest bit of crappy stuff that resembles dog food."

Pinkie stepped forward. "How much food do they usually drop?"

"Lots, but Jokers crew take it all before anyone else gets any." The middle man replied.

Fluttershy's eyes widened. "D-did you say Joker? Where does he stay in here? Why do his men take all the food for himself?"

"He's at the steel mill. Its like an abandoned amusement park over there. Hes got old roller coasters, carnival games, and a ferris wheel. Hes an evil, twisted guy." The middle man replied.

Pinkie's attention was immediately lost at the mention of the words 'amusement park'. "Fluttershy! We should go and see if they will give us some food!" She said.

"Pinkie, uh, that's not a good idea." She replied softly.

She started bouncing in circles around her. "Whatdaya mean its not a good idea? It's a great idea! If this Joker guy really loves jokes and games as much as me, we'll be best friends in no time! It's brilliant!" She said happily.

"Pinkie, you don't understand. Joker is a really-"

"Oh I cant wait! We'll be best friends and we'll play and party and laugh together! It will be so much fun! Maybe he knows how to get us back home!" She continued to bounce in circles around Fluttershy.

"Pinkie please listen to me! He is a really bad per-"

"We can play games and make friends with everyone in here and have just a huge party all the time! I hope those other clown guys don't come though. They were rude! If they do come I hope I can brighten up their moods! Nopony likes a party-pooper after all! Am I right Fluttershy? I mean, Seriously! Who would want that? Hello?"

"PINKIE!" Fluttershy shouted as loud as she could and grabbed Pinkie as tight as she could with her front hooves to make her stop bouncing. "Please listen to me! Mr. Freeze told me all about him! He is an evil, evil, evil person! He does horrible things to people! Innocent people! He does it just to get a laugh! Im begging you! Don't go over there! Please!"

Pinkie paused at Fluttershy's warning. Then she started to giggle. "Silly Fluttershy! Don't worry! I just want to look! If he doesn't look as bad as you say, then we should at least ask! If it doesn't look so good then we'll come back! No biggie! Okay?"

"No, Pinkie!" Fluttershy snapped.

Pinkie was taken back at her sudden refusal. Fluttershy was very rarely like this. She stood her ground as firm as she could looked at Pinkie with utmost determination. "If you are going over there, then I'm staying here! I don't want to take any chances at getting killed or worse over a little curiosity! You're probably confident enough to go over there and be totally okay but I'm not!"

She was crying by the time she was finished yelling at her. She sat down where she was and sobbed. Now Pinkie felt sad too. She noticed that the three men were slowly walking away from them and headed toward a vast collection of junk and refuse underneath a broken freeway section in front of the ramp leading to the steel mill. It looked almost like a makeshift camp. Pinkie got an idea.

"Fluttershy?" She softly said. Fluttershy wiped away her tears and looked at Pinkie. "Why don't you go with those men over there? It looks like that pile of junk is like another safe place. You can go over there and wait for me while I go and look for some food. If I cant find any, then I will come right back here and try again when they drop more food, okay?"

"Y-you Pinkie-Promise you wont go to the steel mill?" Fluttershy sniffed.

Pinkie smiled. "Cross my heart, hope to fly, stick a cupcake in my eye." She covered her right eye with her hoof. Fluttershy smiled.

"O-okay Pinkie. Please be careful." Fluttershy said.

Pinkie helped her up. "Don't worry Fluttershy! I'll be fine!" She said with a wink.

They briefly hugged and went their separate ways. Fluttershy watched Pinkie make her way over to the tall fence blocking her way to the other side. Fluttershy looked away for a moment to locate the three men. When she looked back, Pinkie was already on the other side of the fence bouncing off into the distance. Fluttershy was confused at first, but she shrugged it off. Pinkie Pie would forever be a mystery to her and her friends.

Fluttershy caught up with the three men and asked them about the camp. They told her that it was the next best thing to the church, safety-wise. They let her in and she sat down on a dirty mattresses inside one of the little shacks they had. She thought that she would try to rest as much as she could while she waited for Pinkie Pie to finish her search.

Rainbow flew a few feet in front of Twilight down the darkened street. Serving as their 'eye in the sky', she surveyed the area ahead to make sure it was clear of potential attacks while Twilight was running behind her. As they rounded the left corner, the street became smoggy. Rainbow squinted her eyes and saw a few inmates on either side of the street ahead. She motioned for Twilight to slow her pace. She complied and Rainbow flew down to her.

"There are a few guys on either side of the street up there." She said.

"What are they doing?" Twilight asked.

Rainbow took a second to fly up and take another look ahead. She flew back to Twilight. "Theyre just standing around, minding their own business."

"Okay. Lets just take it really easy down this street. You fly up above and let me know if anyone sneakes up on me. I'll walk along the center of the street." Twilight said.

"You got it, Twilight." Rainbow saluted military-style.

Rainbow flew up to a desired altitude and nodded to Twilight. She began walking down the street swiftly but carefully. She kept her head down and her eyes forward, hoping to draw as little attention to herself as possible. She looked around and saw a few inmates on her right. Thankfully, they paid her no heed.

Suddenly she heard something. It sounded like angry screaming and it was far away. She stopped walking and looked up to Rainbow. She must have heard it too because she was also looking around for the source of the screaming. It was coming from around the next corner. Twilight continued walking down the street and turned left. As she continued, the screams were becoming louder. Rainbow descended until she was a few feet in the air above Twilight.

"What's that coming from?" She asked her.

"I don't know. We should check it out." Twilight replied

They continued down the next street. With each few steps, the screaming became more and more clear.

"You know what I hate? Little pieces of crap like you! Look at you! All scared and cryin', its embarrassing!" One voice yelled.

The screams were coming from a small, dark alley on their left.

"Please… Its not my fault!" The other voice was full of fear.

Rainbow looked worried. She turned to Twilight. "Should we help?"

Twilight didn't reply. She was torn between what to do. She knew it was right to help, but if they did, they would be sacrificing valuable time. She though it best to ignore him and continue to the museum. Rarity was in trouble.

"Come on, Rainbow." Twilight turned away from the alley and continued down the street.

Rainbow slowly followed behind. "Are you sure?"

Suddenly, the second voice cried out in terror behind them. "NO! STOP! PLEASE!"

They both stopped and turned around again to face the alley.

"SOMEONE HELP ME!"

His screams were accompanied by impact sounds. Whoever the voice belonged to was getting beat to a pulp.

"Ugh! Come one!" Twilight let out a sigh of frustration and ran toward the alleyway. Rainbow flew above the entrance and looked for the source of the screams for help. She saw two figures. One was laying on the ground cowering in fear while the other one was punching and kicking him as hard as he could.

The alley was narrow, but Rainbow angled herself and let gravity do its job. She dove toward the attacking inmate, gaining speed with every second. The ice air stung and her eyes began to tear up as she rapidly approached the inmate, but she didn't stop.

"Hey! Leave him alone!" Twilight shouted as she rounded the corner to the alley.

The attacking inmate stopped and shot a glance to her. The next second, Rainbow's front hooves made contact with the inmates head and he flew into the brick wall in front of him. Rainbow pushed off of him and flew backwards. He was out cold.

The man who was being attacked poked his head out from behind his arms to see his rescuer. Rainbow landed beside him and began to check the attackers unconscious body.

"T-thank you. I-I thought he was going to kill me." He thanked.

Rainbow looked up to him. "No problem. Are you alright?"

She extended a hoof to him and he hesitantly took it. Twilight came walking up to them. "I'll be okay." He replied as he got to his feet.

"We heard you from all the way down the street. We couldn't just walk away." Twilight said.

"Thank you again." He said. "W-who or what exactly are you?"

"I'm Rainbow Dash and this is Twilight. We're ponies." Rainbow introduced.

"Professor Hugo Strange had us put in here for some reason. Our friend is being held in the museum. Do you know how to get there?" Twilight asked.

The man shifted uneasily. "Um, yeah its down this street here." He pointed to the street outside the alley. "But its crawling with Penguin's guys. Getting in wont be easy." He began to slowly walk backwards.

"Nothing has been easy for us tonight. We've been beat, humiliated, and we had an encounter with Batman." Twilight said.

The man stopped and turned around to face them. "Wait. Did you say 'Batman'?"

Twilight and Rainbow looked to each other. "Yeah, Batman beat up a bunch of freaky clowns inside the church. He saved us and medical team." Rainbow repeated.

The man looked worried. "I wonder what he did to get put in here…" He said to himself. He looked up to them again. "Anyway, thanks again for the help. I better get out of here before he wakes up."

He ran off. Twilight called after him. "You're welcome! Good luck!"

He didn't reply. Rainbow turned to Twilight. "Come on, let's go find Rarity!"

Twilight nodded and they ran off down the street toward the museum. They didn't encounter any more inmates or random acts of violence for a couple blocks. As they turned a right corner they saw a dark glass roofed tunnel beyond a tall gate. There was no one in front of the tunnel so they assumed it was safe to proceed. Rainbow flew over the gate while Twilight teleported to the other side.

They walked through the entrance, keeping their heads low and their eyes open. The inside of they alleyway tunnel was littered with boxes, garbage and other miscellaneous objects.

They both stopped to stand behind a few boxes stacked on one another and peered out from behind either side. Twilight saw some slight movement coming from the right. It was an armed henchman. It looked like he was patrolling the tunnel. Twilight got Rainbow's attention and nodded to him silently.

"What do you think we should do?" She whispered to Rainbow.

"Not sure, Twilight. These guys have guns." She replied,

Twilight looked to Rainbow. "There's more?"

Rainbow nodded. "Two more guys over here. They all have guns."

Twilight thought for a moment. Rainbow could easily find a way around them, all she had to do was fly. Twilight had a few disadvantages though. She couldn't use her teleportation too many times in a row, it drained her magic too quickly and she had just used it a few moments ago.

Rainbow turned to her again. "Any options?" She whispered.

"Only one seems the best. Do you think you can do a quick fly around and see if there is another way to the museum than through here?" She asked.

Rainbow nodded again. "No problem. Be right back."

She took off and flew out the exit. She pulled a 180 spin and looked around. The alley she was just in was covered by broken glass and stretched for a long way. There were henchmen on platforms overseeing the alley on either side of her. Doing a patrol sweep directly in front of her was a TYGER helicopter. It had a mounted gun on the nose and a searchlight shining wherever the gun was aiming. The light shone on a group of inmates to her right on a platform. They all began to run in many directions.

"Please! Don't shoot! Don't shoot!" One of them shouted.

The helicopter remained suspended in the air for another second before it continued its patrol in the opposite direction of Rainbow. She gave a sigh of relief and flew in its direction.

There was another alley that turned right directly in front of Twilights position. It had a few sets of stairs leading up to either the right or the left. The left set of stairs led up to a train station. Beyond that lay the museum.

Rainbow turned around and headed back to the entrance to the alley. She landed on the other side of the gate and quietly made her way to Twilight. She was still waiting behind the boxes.

"There's an alley with stairs leading right up to the museum just ahead and to the right." She whispered.

"Okay. I've been thinking of a way to get around them" Twilight replied. "What if I levitate a box or something on the left side of them and I throw it against a wall, smashing it to pieces? They'll go investigate, and we can run to the other side and up to the museum."

Rainbow looked impressed. "That might work. Maybe being an egghead has its perks after all." She smirked.

"Ha ha. Thanks a lot." Twilight replied sarcastically as she turned her head around the left side of the boxes.

She squinted her eyes and tried to see something she could levitate in the alley beyond. The henchmen were still patrolling, but they were pretty far away, so she wasn't worried about her head being out for a little bit. Still, she was ready for anything.

A discarded metal toolbox caught her eye. As she concentrated on it, both her horn and the toolbox began to glow and were wrapped in a magical field. She counted down in her head. _"One…two…three!" _She heaved the toolbox as hard as she could to the left. She hid behind the boxes with Rainbow and waited.

In the silence, the metal-on-metal crash was deafening. Twilight and Rainbow flinched as the violent crash echoed through the darkened alleyway. The henchmen patrolling shouted in surprise as well. One of them let a few rounds fly in the direction of the crash.

"What the hell was that?" One of them shouted.

"Go check it out!" Barked another.

Twilight peered out from around the corner once again. All three henchmen were running to the left side of the alleyway to investigate the sound, leaving the right alleyway clear.

"Nows our chance! Lets go!" Rainbow whispered.

Twilight silently ran out from behind the boxes toward the alleyway. Rainbow flew up and hugged the glass ceiling as best as she could. They both made their way swiftly and silently. As Twilight rounded the corner, she slipped on an icy puddle and fell down. She quickly got up and ran as fast as she could toward the back of the alley. She stopped and hid behind a giant pillar.

She stayed hidden behind the pillar and waited for another minute. After she thought it was safe, she poked her head out and looked around. The staircase had been destroyed near the base of the pillar and was now reduced to a pile of metal. She looked up to the platform where the staircase had previously led to. Rainbow Dash was waiting for her.

"Twilight! You have to get up here! I found something important for you!" Rainbow said to her.

"What is it?" She asked.

"Just get up here quick!" Rainbow said with a tone of urgence. She then turned and ran up the stairs leading left.

Twilight took a few steps backwards and focused. She concintrated all her energy into her horn and it began to glow. She then vanished in a bright flash and reapeared instantly on the platform. She ran after Rainbow up the stairs. Rainbow was in the air with her back to Twilight and she was holding something.

Twilight approached her. "Rainbow, what is it? What did you find?" She asked.

Rainbow turned to face her. She was holding piece of paper and she looked more worried than Twilight had ever seen her before. She tossed it down and it landed right in front of her. "It's a letter from Princess Celestia!"


	7. Lost and Found

IF YOU HAVE NOT ALREADY READ IT, PLEASE READ THE SIDE STORY TO MY LITTLE ARKHAM FIRST. ITS CALLED 'EQUESTRIAN NIGHTMARE'

-FOURTY MINUTES IN THE FUTURE-

Rarity was numb all over her body. She wasn't aware of anything that was going on around her. After Cobblepot had accidentally frozen her in a block of ice, she blacked out. She didn't know what would happen to her, she didn't know what happened to Freeze, she didn't know if she would live.

After what felt like an eternity in darkness, she was brought back by a slap to her cheek. It took a while for the darkness to fade, but when it did, she was looking into the eyes of Mr. Cobblepot.

"You better stay awake if you wanna stay alive, miss Rarity." He cackled. "I hear your freaky pony friends are workin' with the Bat. They're here and they're lookin' for ya."

Rarity tried to speak but she couldn't. She was still frozen in place, but she wasn't in the room with Freeze anymore. She was frozen on a ledge over a large body of water and ice. In the center of the room was a large structure with an old mans face carved into it. She didn't recognize who it was.

Cobblepot was standing on a small wooden raft in front of her. Two henchmen, who began to row the raft toward a large platform over to the left, accompanied him. The doorway leading to the platform was titled "The Iceberg Lounge." Rarity remembered that she had awoken in the Iceberg Lounge after she was separated from Fluttershy and Bruce Wayne. She didn't get the chance to look around at what else was in this museum.

"You better hope that my guys don't do a good job at stoppin' them and they find you in time." Cobblepot said with another laugh. "We also got some pig cops who were workin' undercover inside my little fortress here. After I off'd one of 'em, the Bat didn't look very happy."

Rarity still didn't know what he was talking about. As he floated away, she noticed that the darkness was returning from around her eyes and she was beginning to slip. She shook her head as vigorously as she could to try and stay awake. It worked, but for how long?

Still unable to speak, she watched as Cobblepot approached the platform to the Iceberg Lounge. On the platform there was another man. He was large, and he had the word 'pig' written on his chest. Two more henchmen were holding him. As Cobblepot got onto the platform, an explosion from across the room alerted them all. Rarity turned her head and eyes as much as she could to see what had happened.

Cobblepot looked to the other side, and immediately went for Freeze's ice gun and aimed it. The explosion had left a thin blanket of icy smoke that shrouded over three figures. Two of them were ponies, Rarity could tell that much, the other was a man in a black cape and a pointy ears sticking straight up off his head.

As the smoke cleared, the man stepped forward. Cobblepot took aim and fired at him. The man instinctively pushed the two ponies back and his arm was frozen to the wall behind him. Rarity didn't know who this was, but she knew it was rescue.

-ABOUT THIRTY MINUTES EARLIER-

"Dear Twilight Sparkle, My Faithful Student.

I do not know what powers transported you from Equestria to the world you are in now. The very moment you and your friends disappeared, Luna and I began to investigate. Your friends and family are helping us as much as they can, however nothing could have prepared us for a situation as dire as this.

As you are aware, my little ponies, the Elements of Harmony are what keep Equestria balanced. Their power has continued to keep said balance for eons. They were intended to keep Equestria well regardless of where they were at all times, but something is not right.

Equestria is on the brink of death. I am at a loss for any other words on how to explain it. The world of Equestria itself is dying. Wind is no longer blowing, plants and vegetation don't grow, and even the Cloudsdale weather factory has shut down. The Pegasi don't know how or why it has, but they have tried everything they can to get it up and running once again. All of their valiant attempts have regrettably been in vain.

Unfortunately, it does not get any better. The stars are falling out of the sky, and the sun is losing its ability to shine. I have used much of my power to keep it alive, but in a few hours it will never shine again. The only explanation is that the Elements have been tampered with some sort of evil power. Something that has caused them to represent something they are not. If the Elements are not restored to their former state soon, life in Equestria, as we know it will come to an end forever.

With this letter, you will find a book of spells. Only the very few unicorns who have mastered every imaginable aspect of magic have seen this book. It is the most advanced book ever written on magic by none other than Starswirl the Bearded. The spells, when mastered and used correctly, will grant you powers that defy the imagination.

My Faithful Student, I have full confidence in you. You are ready for this book. You have been the most brilliant and most talented unicorn I have ever had the honor to teach. You and your friends must return the Elements to their former state. The fate of everypony we love and hold dear is in your capable hooves. I have complete faith in you, Twilight Sparkle, as well as your friends. Reunite with them, restore the Elements, and return home.

Remember, your friendship with one another is more powerful than anything you will ever encounter.

-Princess Celestia"

Twilight read the letter over and over again. With every passing second, she felt the gravity of the situation they were in increase. Rainbow looked worriedly at her. "Uh, Twilight?" She began, "Are you alright?"

Twilight didn't answer right away. She continued to read the letter again and again for a few minutes. Rainbow simply stood there, unsure of what to do next.

Finally, Twilight spoke. "Where is the book?"

Rainbow turned around to face a small box. She walked over to it and picked it up. "The letter was floating above this box. I guess it's in here."

Twilight rolled up the letter and walked over to the box. She opened it up and looked inside. Sure enough, there was the book. _Mastering the Techniques of Advanced Unicorn Magic, _by Starswirl the Bearded, with authorization from the Royal Canterlot School of Magic.

Twilight trembled as she lifted the book with her magic. It had gold bindings on the spine and it had a small lock. She looked inside the box and saw a little key sitting on more items inside. She picked up the key and stuck it in the lock. The lock clicked open, unlocked the book. All her hard work, all her studying, all those hours of learning everything she could about magic had led her up to this point. She placed her hoof on the cover, and opened to the title page.

Rainbow looked inside the box to see what else was inside. There was another little note sitting on top.

"Twilight, look at this." She said as she picked it up and read it aloud.

"Remember, you represent the Elements of Harmony. Your friendship will always be stronger than anything you will encounter."

Rainbow put down the note and exhaled deeply. "This is…" She paused, searching for the right words, "This is huge, Twilight. What are we going to do?"

Twilight shook her head. "I have no idea."

There was a long moment of silence, as they both said nothing. Eventually, Rainbow looked inside the box once again and pulled out a set of saddlebags. She examined them thoroughly before putting them on. They were a dark shade of gray with black buckles that closed the flaps. She pulled the strap on it and made sure it was snug before reaching into the box again and pulling out two more.

"Uh, Twilight? I think this is for you." She said, tossing one to her. Twilight looked up and caught it. She looked at it for a moment before pulling it on herself. Then she looked to Rainbow.

"What else is in there?" She asked.

"Four more saddlebags. One for each of us." Rainbow replied.

Twilight walked over to the box and looked inside. Rainbow held one while there were three more sets of saddlebags lying in the box. They pulled out the rest and reached the bottom of the box. Sitting there was another note.

It read, _"In case you are separated, go to page 274 in the book and learn that spell. It will provide great assistance."_

Twilight opened the book and turned to page 274. "Ah, here it is. Lets see, 'this spell provides an object with infinite space for storage and safekeeping.' Cool!" She grinned.

She read over the spell a few times before closing the book. She concentrated her magic onto her saddlebag and began the spell. Her horn lit up as well as the bag and a small flash appeared. Then it was over.

Twilight was confused. With a spell from such an advanced book, she was expecting to feel tired or worn out, but she felt nothing at all.

"Hmmm. Odd." She said to herself.

She picked up another saddlebag and put it up to hers. As she began to place it inside, it seemed to slide in with the greatest of ease until it was completely inside. Twilight looked inside and saw nothing.

"Hey! Where did it go?" She exclaimed. She looked around the inside of the bag, but it was totally black. She reached her hoof inside and immediately she felt it. She pulled it out of the saddlebag and examined it. It was exactly the same as it was before she put it in.

"That's so cool!" Rainbow said with a huge smile spreading across her face. "We'll be able to fit anything in there!"

Twilight smiled to her friend. "Come on! We still need to go find Rarity!"

Over the next few minutes, they both grabbed the rest of the saddlebags, the book, and the box and put them all inside Twilights bag. After they were all squared away, they began to run toward the museum once again.

They had to go up and down a few sets of stairs before they saw the entrance to the museum. They stopped and remained quiet. In front of the museum were four henchmen. They all looked tough and had various kinds of weapons. Thinking quickly, Twilight reached into her bag and pulled out the book. She started flipping through the pages as fast as she could.

"Lets see, lets see, lets see, come on, come on, come on, come on…" She chanted quietly.

Rainbow switched her gaze back and forth from Twilight to the henchmen guarding the entrance. "What are you looking for?" She quietly asked her.

"I'm trying to find a spell that will give us brute strength, or invulnerability or something. Anything that would be helpful against them." Twilight replied.

Rainbow nodded approvingly and looked back to the henchmen. "Well find something quick. We need to hurry."

"I'm looking, I'm looking." Twilight said.

Another moment passed when something in the air caught Rainbow's attention. It was dark and it was swiftly approaching the entrance to the museum.

"Twilight look!" Rainbow pointed to the dark figure.

"Not now, Rainbow! I need to focus!" Twilight replied. She sounded frustrated.

"Seriously, Twilight! Look!" She grabbed her and made her look forward. Twilight reluctantly looked to see the dark figure in the air.

"What the hay?" She whispered.

The next second, the figure slammed into one of the henchmen and threw him into the wall.

"Batman! He's here!" One of the henchmen said.

The henchman that had been thrown went unconscious immediately. Batman turned to the one on his left and nailed him in the face with a swift right hook. He then rolled backwards into the other henchman closest to Twilight and Rainbow. He flew backwards and landed right in front of them. Batman then turned his attention to the other two.

Rainbow charged at the grounded henchman, who was just beginning to get off the ground. She hit him in the back of the head and he fell forward.

"Take THAT!" She yelled.

The henchman swung around to face her. He was enraged. Twilight and Rainbow both lunged toward him. Rainbow went for his face and flew up. While he stepped back, Twilight went for his legs and tripped him. He fell forward and landed on his chest. Rainbow then came speeding down and landed on the back of his head, knocking him out.

While they were busy with finishing him, Batman had just knocked out the last of the other henchmen guarding the entrance. They approached him cautiously.

"Yo Batman! Remember us?" Rainbow said with an enormous smile on her face.

Batman faced them. "Yes I do. What are you doing out here?" He demanded.

Rainbow stammered as she searched for the words to say. "Well, uh, we came out to, uh…"

Twilight stepped forward. "We left to go search for our friends. We found one of them, and she told us that our other friend was locked up here in the museum."

Batman stared at them for another moment before he made his way to the door. Twilight and Rainbow followed him up the steps. The door was barred to prevent entry. Batman walked over to a computer screen and pulled out a device. He knelt down beside it and began to move the knobs around in circles.

"What are you doing?" Twilight asked him.

He didn't answer. He just continued to spin the knobs until it made a beeping sound. After that, he put the device away and the gate opened. The girls watched in awe as it rose to the top.

He turned to them again. "I'm looking for Mr. Freeze. If I find your friend, I'll help her. You need to stay here where it's safe." He said.

"Oh nonononono. I don't think so!" Rainbow said as she flew up to his eye level. "We're tired of waiting here for something bad to happen! We're going in there and we're going to find our friend!"

She looked him in the face and stared each other down for another moment. If looks could kill, then Rainbow would be dead right now. Nevertheless, she stayed as firm as she could.

Twilight nervously stepped forward. "Please, sir? If anything we'll be able to help you. We're pretty tough, despite appearances. Besides, you don't look like you're feeling very well."

Batman looked at them both, and then breathed a slight sigh of reluctance. "I don't like it." He paused for another moment. "Stay close to me and you'll be fine."

"Thank you so much, Batman!" Twilight said with a smile.

"Yeah! Thanks a lot Bats!" Rainbow exclaimed.

Batman turned to the door but paused a second after Rainbow said 'Bats.' He then turned the handle to the museum and they all walked inside.

-PRESENT-

Pinkie Pie bounced along the highway, humming to herself in her usual cheerful manner. Despite the circumstances, she was actually having a bit of fun as she searched for food. She continued to bounce along the road for a few feet. It turned left and continued until it forked either to the left or the right. Pinkie looked both ways before turning right. The road leading left was destroyed, but the right led to an industrial section of the city.

"Okie dokie lokie!" Pinkie Pie spoke aloud to herself. "I'm gonna just take a quick look around for the food over here, but I wont go any further! I made a promise to Fluttershy that I wouldn't go to the Steel Mill. Not just any kind of promise, a Pinkie Promise! That's like the most promisy promise anypony can make!"

As she approached, she saw an enormous structure on the road. It looked like it raised and lowered a bridge that led to another section of the prison. In front of it sat a large crate. It was torn open from one side and had a lot of different kinds of cans, bags and other assorted food inside. Pinkie just about took off toward it but stopped when she saw five henchmen lying down in front of the crate.

"Whoa! What happened here?" She wondered aloud. She took a closer look at one of them. "Uh oh. He looks like one of the meanie clowns that tried to hurt us back at the church!"

She figured that she better get what she came for and fast. She quickly made her way to the box and began to look in the box for food she could bring back to Fluttershy.

"Lets see, we have dog food…. What's 'chili'? Ingredients are….Eww! Meat and beans? I can't give this to Fluttershy! If I was in charge of this story, I would have put something actually good in these boxes!"

Well you aren't in charge of this story, Pinkie. I am.

Pinkie looked up, "Couldn't you have put some apples or something in here instead? You know we're vegetarians, right?"

Well yeah, but look around you! This place doesn't isn't a fun, happy place like Equestria.

"I know! Change the mood of this story! Make things brighter, give us some smiles, make some of the henchmen in here be just a little nicer to us!"

That would ruin the feel of the story! Stop telling me to make this something it isn't!

Pinkie motioned to the environment around her. "Come on! I bet your readers would love a little change in scenery!"

Pinkie please let me write! We need to get on with this!

She began to jump around in circles excitedly. "Oh yeah! We're about to go over-"

PINKIE PIE! NO SPOILERS!

She sunk down and gave a nervous smile. "Oops! Sorry!" She walked over to the crate and began to rummage through the miscellaneous packages of food again, looking for something that she could give to Fluttershy that wasn't processed meat.

Unfortunately, the best she could find was the dog food and a few bottles of dirty water. She sighed disappointedly as she gathered them all up. There was a white fabric that covered the box. She assumed it was a parachute used to slow the crates descent. She ripped a chunk off and wrapped the food in that to carry back to Fluttershy.

As she picked up the makeshift sack, she heard something. It sounded like beeps bouncing and echoing off of the buildings behind her. At first there was just one beep. Then two. Then five. Soon, she couldn't count how many beeps there were. She turned to face the direction she came and they continued to beep for a few seconds. Pinkie knew something was wrong.

Suddenly, the road ahead exploded with a bright light and a deafening boom. She flew backwards toward the crate again and landed on her back. The world around her grew very quiet and muffled except for a loud ringing in her ears. She curled up in a ball and waited for the muffled explosions to pass.

She didn't dare close her eyes. She saw the bridge in front of her illuminate as the light from the explosions lit up everything around her. What felt like several minutes, only lasted a few seconds as she poked her head up and faced the road behind her.

The road was gone. Debris and smoke was everywhere. She was completely cut off from Fluttershy and the rest of the prison. Her hair deflated and her smile disappeared. She was absolutely distraught.

She began to think. "What now? There is no way I'll be able to get to Fluttershy on my own! I have to get this to her or else the worst could happen!" She looked around, defeated. "Help. I need to get help." She turned to the drawbridge behind her and looked to see what lie beyond.

It was a large, industrial part of the prison. It looked so polluted that the smog it created above city was a shade of orange. It looked like a nightmare come true. As she stared, she noticed a few structures in the background. She could swear that there was a ferris wheel toward the back. There was also a large collection of multicolored lights on the buildings. There was also a large pillar in the back that was producing a large amount of black smoke leading upward.

"The Steel Mill." Pinkie whispered.

She turned around to face the broken highway once again. A TYGER helicopter was now looking over the damage with his spotlight. Naturally, Pinkie moved behind the crate to avoid any chance of it seeing her.

She remembered the promise that she made to Fluttershy. Under the circumstances she was in, not going to the Steel Mill was no longer an option. She was going to have to break that promise. Her eyes began to tear up as she came to her conclusion. "I'm sorry Fluttershy, but I have to."

She turned toward the drawbridge and tried to find a way to the industrial section beyond. The bridge was raised and she couldn't see any way of lowering it. The frames on the end crisscrossed with each other all the way to the top. She thought about climbing it.

She walked over to the frame and placed her front hooves in the little crevice the bars made in the frame. She pulled herself up to the next crevice and began to climb up. It was just like climbing a ladder. Once she reached the raised bridge, a voice came over an intercom from the Steel Mill.

"Welcome, inmates! You are now taking your first tentative steps towards a better world! A world of fun, mischief, and best of all, a world where the only one you need to answer to is yours, truly!"

Pinkie listened closely to the announcement. He gave gleeful laugh afterwards. As she approached the ledge, she saw more signs and lights. One sign was lit up above the entrance titled 'Joker's Funhouse'.

Pinkie remembered what Fluttershy had said about Joker. 'He's an evil man who does evil things to innocent people.' Pinkie still didn't understand how he could be as evil as Fluttershy said. She assumed it was his voice announcing. He promised a world of fun and mischief. Even his name sounded like all he wanted in life was to laugh. Pinkie Pie was the Element of Laughter, she loved fun and a little mischief every so often, and she wasn't evil. She began to wonder if they could be friends and maybe Joker could help her and her friends. The thought made her hair return to its normal style and her smile return to her face.

She happily made her way down the frame on the opposite side and landed on the road beneath. Suddenly, her knee began to feel pinchy. She looked at it and gasped. "Oh no! Something scary is about to happen!"

She crouched on the ground and looked all around her for anything potentially scary. Then she heard a voice. "Hey you!"

She looked forward and saw two clown henchmen slowly walking toward her with rifles. As they approached, one of them turned on his radio and began to talk into it. "Yo, J. You ain't gonna believe what me 'n Razor just found."

The other still approached her while Pinkie shuddered nervously. "What the?" He asked.

Pinkie paused a moment, unsure of what to do. "Hi. I'm Pinkie Pie. I'm a pony."

The clown recoiled and shrieked as soon as she said it. "Holy hell! That thing can talk!"

He fell down and landed on his butt, dropping the gun. The other clown on the radio also gave a little shriek. Pinkie tried her best to hold back, but she couldn't help herself. She laughed as hard as she could at the sight. The henchmen slowly got to their feet and looked at her as she laughed.

The voice on the radio began to talk. _"What? What did you find? Did you find some brains? It would be great if you guys did! Then I wouldn't feel like I'm just passing time by giving some monkeys a shiny thing to play with! Hee hee hee ha ha ha ha!"_

Pinkie continued to laugh with the voice on the radio. _"Oh, my! That doesn't sound like one of my guys. Doesn't sound like a guy at all! She has a great sense of humor though!"_

"Are you kidding? I love to laugh at everything! Hee hee hee ha ha!" Pinkie said.

The clown on the radio spoke. "No its this talkin' horse! She's small and pink!"

The other clown pointed his gun to her. "Shut up!" He yelled.

Pinkie stopped laughing and became worried again. The voice on the radio spoke again. _"A little talking horse? HA! Now that's funny! Bring her here, but don't have too much fun with her. I want her alive."_

Eyes wide, Pinkie looked to the clown above her as he lifted his gun in the air and turned it around. Before the butt of the rifle came into contact with her, the other henchman replied. "You got it, Joker."

Then the thug struck the back of her head and she slipped from consciousness.

The booms and explosions startled Fluttershy awake. "Pinkie?" She said. Her head shot up and she looked around the shack she was in. the ground beneath her was shaking and rumbling. Worried, she stood up and slowly walked outside after the shaking stopped.

Outside the shack, she saw the three men she had previously met in front of the church. They were huddled together and were looking toward the freeway beyond the wall to the camp.

"Wha-? What the hell was that?" One of them asked.

"I'm not sure, but I think the freeway is gone!" Replied another

Fluttershy gasped.

"You think Penguin or Joker did something?" The first man asked.

"If it was sabotage, I bet it was Penguin." The third one spoke. "Joker's too sick to make any huge decisions like that. Not to mention the fact that Penguin has access to all kinds of crap."

Fluttershy sat down where she was and began to feel herself tear open inside. She didn't cry. She was in too much shock. For all she knew, Applejack, Rarity, and now Pinkie Pie were gone. She wouldn't be far behind.

She didn't know what to do with herself. All she could do was just sit and replay all the moments she had with her three friends, now departed.

Then she remembered the moments she spent with them when the first arrived in Arkham City. She remembered Strange, the guards, the henchmen, and Mr. Cobblepot. She remembered how they had all treated her and her friends like filth. How they Pushed, and abused them like they were nothing but scum. She felt something inside her grow. A feeling she had never felt before. It was aggressive, determined, and it wanted to get out. Part of her wanted to shun the new emotion and never see it again, but another part wanted to embrace it. She wanted revenge.

Fluttershy glanced upward toward a passing helicopter. For the first time, she allowed herself to believe that she hated that helicopter. She hated the guard who was flying the helicopter. She hated whoever made the helicopter. She wanted nothing more than to fly up to it and destroy it with her bare hooves.

She turned around and gave a disgusted look to the poster behind her. It showed a silhouette of Hugo Strange with a smirk on his face, the Arkham City logo right above him. The background was of a city. The caption above him read 'CONFORM AND COMPLY' in bold black letters.

Fluttershy's nostrils flared and her breathing began to quicken as her mind began to think of ways he could pay. How she would make him pay. She smiled at these thoughts. They exited her in an entirely new way. She pictured him in a corner, bruised and bleeding. Justice finally brought after what he had done to her. He would be suffering, so she would end his suffering and misery right then and there…

Her eyes widened. "Oh my goodness!" She gasped and shook her head as fast as she could. Trying to get the violent thoughts and images out of her head. She scolded herself, "Fluttershy, what is the matter with you? This isn't like you at all! You represent the Element of Kindness! You shouldn't be thinking such horrific things about anyone!"

She suddenly felt very ashamed. She also felt very worried. Not so much about her friends, but more about herself. She could very easily tell that this awful place was getting to her.

The feeling of euphoria gone, she suddenly felt very weak and wobbly in the knees. She sat down and took a few deep breaths to try and calm herself. One of the men in front of her had noticed her. He told the other two something before beginning to walk over to her.

"How are you feeling? Are you okay?" He asked, kneeling by her.

Still trying to calm down, she began to tear up. "No, I'm not." She said as she looked up to him. "My friend could be gone now and I can't do anything about it." She began to cry into her hooves again.

The man looked at her with as much sympathy as he could. "I'm so sorry" He said, placing a hand on her head. "It will all be okay. Don't worry."

Openly weeping, she sat for another moment before wrapping her arms around him and hugging him as hard as she could. The man returned the hug and consoled her as best he could.

After a moment, she released her grip on him and wiped away her tears. They then began to talk for a few minutes about what happened to the freeway, and what happened with her friends. Although it was likely, she refused to believe that Pinkie, Rarity, and Applejack were gone. So they talked about her options, which were unfortunately pretty limited.

The man was very helpful. He gave her comfort, and she felt like she could trust him. He even gave her some bread that he had stashed away for himself a few days ago. It was cold and hard to chew, but it was one of the best things she ever had.

"Well, the most logical thing to do would be to go back to the museum and find your other friends. If they are as tough as you say, then you should have no trouble getting back in and finding them easily." He said.

Fluttershy gulped nervously. She had just broken out of the museum and got pretty injured. She didn't know what would happen to her if she tried to go back.

"Well, I'm not sure if I can. I still don't feel strong enough to fly all the way back." Fluttershy said.

The man thought for a moment before glancing toward the church. "If no one is in the church, what if you took something to give you more energy? Like an adrenaline shot or something?"

Fluttershy thought for a moment. It could work. "Is it safe?"

"Not if you use it regularly." He replied. "One or two times shouldn't cause any permanent harm."

She nodded. "Okay. I'll go over there and look around." She walked over to the wall and climbed on one of the many boxes lining the side. Before she hopped over, she turned to face him once again. "Please don't go anywhere. I will be right back."

And with that, she hopped over the wall.

"…267, 268…" Applejack counted with every kick to the wall. She was beginning to get tired. However, she didn't show it. The wall she just kicked stopped moving and she quickly made her way over to the opposite wall. Lining herself up as fast as she could, she gave it another kick. "269!"

She slipped and her front hooves almost fell out from beneath her. She quickly caught herself and gave the wall another awkward kick. "270!"

The wall stopped moving. Instinctively, she ran over to the opposite wall and prepared to kick again. After giving it a hard kick, she noticed that it hadn't started up again. She looked around at the other walls and noticed that none of them were moving either.

"Wha…What's goin' on?" She panted. "Why ain't the walls movin' no more?"

"I figured you could use a little break." Riddler replied over the intercom.

Applejack gave a sigh of relief and sat down on her haunches. About ten seconds later, the wall to her left began to move once again. Shocked, she quickly got to her hooves and looked at it.

"Break's over!" Riddler said with a laugh.

Applejack yelled in anger and ran to the wall and began to kick it again. She was kicking harder than before. She bucked the wall as hard and as fast as she could until it made a small dent in the metal. She paid it no heed and ran to the other wall. She kicked it just as hard as she had done to the other one.

"That's right mule, keep kicking." Riddler said. "Your good friend Fluttershy is about to stumble upon a riddle made specifically for her."

Applejacks eyes widened. She looked up and yelled as loud as she could. "Don't you DARE put her into one of these here deathtraps ya'll have got or else yer dead, Riddler!"

"Relax! I know she wouldn't last long enough for it to be considered a challenge. I estimate that she will go get your friend Twilight involved thinking she will attempt to find a way to 'magically' rescue you." He said sarcastically.

Applejack ran to work on the other wall. "Well, it sounds like ya'll don't believe she can do that." She said.

"Of course not!" He replied. "There is no way she will find a way to solve the puzzle I have planned for her!"

"No not her brains!" Applejack grunted as she kicked the wall, causing it to stop. "Her special skill for usin' magic!"

The walls all shut down once again and for the first time, she heard Riddler sound surprised. "What?"


	8. Natural History

"This is Penguin's turf, you freaks! I'm gonna cut you up into tiny pieces for breakin' into here!"

As Twilight, Batman, and Rainbow Dash entered the museum, they were met with two henchmen pointing very large knives at them. The henchmen began to approach, holding the menacing-looking blades at the ready. Batman stepped forward toward the nearest henchman.

"I'll handle them." He said to Rainbow and Twilight.

They silently nodded as the gap between Batman and the thug shrunk. As he got closer, the nearest henchman lunged forward, swinging the blade. Batman instinctively dodged the rapid swings that followed the first before he took advantage of the henchman's pause to strike.

He punched the henchman multiple times before he fell to the ground. Batman immediately lunged toward the second, pinning him to the ground before rolling and throwing him into the wall behind him. Unconscious.

Rainbow stared in amazement. "That was so awesome! How did you learn to do that?!"

She was jumping up and down, and acting as exited as she had been when she met the Wonderbolts at the Best Young Fliers Competition.

"You don't want to know." Batman replied.

She looked a little disappointed but she was still unable to lose her smile. His mysteriousness was only adding to her obsession with knowing everything about his techniques.

There were bars blocking off the next portion of the museum with no visible way of getting past. Batman stared at the bars and at the environment around him before stepping towards Twilight and Rainbow. As he passed under the nearest archway, the bars sunk into the ground, making Twilight and Rainbow jump back in surprise.

"What just happened?" Twilight asked.

Batman looked around the archway. He placed his arm underneath and the bars shot back up, blocking the path once again. He dropped his arm and the bars disappeared.

"There's a laser security fence blocking the way. No one can step past the fence without lifting the bars." He replied.

"How do we get past the bars then?" Twilight asked.

"We disable the security console controlling the beams." He looked into a glass window to their right. "Its in there."

The two ponies looked at the window. There wasn't a door or any visible way leading inside at all.

"And HOW, exactly do we get in there?" Rainbow said.

"I can teleport myself inside." Twilight suggested.

Rainbow rolled her eyes. "Well that's great for you, Twilight. But how are me and Batman supposed to get in?

While they argued, Batman stepped toward the window.

"Well, you can tell me what to push from this side. It shouldn't take long." Twilight said.

"That will take too long! Cant you teleport us all in or something?"

"Yes, but it takes up a lot of energy! Either we do this or we-"

SMASH!

Batman lunged through the window and rolled on the ground when he reached the other side. Small pieces of glass landed everywhere on either side. Twilight and Rainbow were startled and jumped again in surprise. They approached the window and looked inside. Batman turned and gave them a slight smirk. They both chuckled nervously before Rainbow flew inside and Twilight teleported inside.

The room was very small, and was littered with books, fliers, and overturned desks. Batman approached the security terminal attached to the wall while Twilight and Rainbow looked around.

"Hey, what's that?" Twilight said, pointing at an object under an overturned desk.

She approached it and saw that it was a small statue of a penguin. She picked it up and took a closer look. There was nothing really significant about it, but its bright, shiny glass exterior made it stand out in the darkness.

She brought it back to Rainbow and Batman. "Any idea what this is for?"

Batman picked it up and examined it. He held it for a few moments before dropping it on the ground. It shattered when it landed.

Twilight looked confused. "Hey! What did you do that for?"

Batman ignored her and put his fingers up to the side of his head. He remained solid for a few moments before dropping his hand to his side again.

"Do you know who the Riddler is?" He asked.

Twilight and Rainbow shook their heads.

"He's a villain that uses puzzles and riddles to commit crimes and create challenges that usually result in death if the victim cannot solve them."

They stood there, confused. "What does he have to do with this?"

"Riddler scatters riddles all over the place in an attempt to see if I can accomplish them. This penguin statue was just one of nine. He told me to come to the church."

Their eyes widened in horror. "The church?" Rainbow asked.

"What about the doctors, officers and Applejack?" Twilight added.

"I don't know." Batman said. "I'll go look into it after we save Freeze and your other friend."

He then turned his attention to the security console and pulled out the same device he used to get them inside the museum. He began to move the buttons around for a little bit before the screen froze in a mess of static.

"I don't think I want you breakin' into my little home, Batman."

Penguin's voice came over the intercom.

Batman put away his device and turned to the broken window.

"What happened? Won't it work?" Rainbow asked.

"No." Batman said as he vaulted through the broken glass. "Something is blocking my communications. Penguin must be using military-grade communication disruptors."

They joined him on the other side of the wall. "How will we get past it? Twilight asked.

"I'm going to go outside and destroy them. It's the only way to crack this security." He replied as he placed his hand on the door. "Stay here. I'll be back.

They nodded and he left the museum.

Once the door shut, Twilight opened her spell book and began to look through it. Rainbow flew back and fourth in the air in a pacing fashion. They both were thinking about what to do. This 'Riddler' character sounded like a total joke. Half of the people in this prison sounded like jokes: The Penguin, Mr. Freeze, those clown guys, it all made Rainbow chuckle. How could they possibly be any threat?

Then again, the clowns were pretty vicious when they invaded the church. Maybe this was all just one weird dream.

Rainbow made her way to the archway that led to the rest of the museum. She placed her hoof in between the security lasers. The bars beyond rose up in an instant. She brought back her hoof and they quickly lowered again. Chuckling, she moved her hoof in and out as fast as she could. The bars lowered and rose very fast over and over again. Twilight looked at her with a frustrated expression and exhaled. She went back to her book while Rainbow messed around.

Rainbow stopped and looked to Twilight. "Twilight! I just had an idea!"

She looked up. "What is it, Rainbow?"

"What if you teleport us over to the other side of the bars?" She suggested.

Twilight looked unsure. "I don't know. Batman told us to wait here."

"Who cares what he said? He doesn't know how tough we really are! If we can get a head start, then we'll have a better chance of getting Rarity!" She said.

Twilight considered this. She desperately wanted to help Rarity as fast as possible, but Batman didn't seem like the person you wanted to disobey. On the other hoof, if he saw how strong and capable they were of handling it, maybe he would let them help him out more.

"Okay," She said, looking up. "Lets do it."

As she slowly opened the door to the church, Fluttershy poked her head around the corner and peered inside. Just to make sure no one was there. She quickly ran in and shut the door. She made a small yelp as the large door slammed shut.

She breathed it off and turned to the inner door. She opened it and looked inside the main hallway to the church. As expected, it was still devoid of any life. She shut the door behind her and tried to stay focused on getting what she needed. Either an adrenaline shot or some other kind of energy for her to use and get back to the museum to get help from Twilight and Rainbow. She wouldn't be able to find Pinkie Pie or Applejack on her own.

She hadn't taken five steps when a blank canvas sheet dropped down from the ceiling. It caught her off guard and she cowered to the ground immediately. A projection of a man in a bowler's hat appeared on it. He didn't look very happy.

"You there! Fluttershy!" He said.

Fluttershy peeked one eye out from behind her shaking hooves. "Y-yes?" she squeaked.

The man continued to stare daggers into her. "Save your pathetic attempts to win me over with your cuteness and listen to me." He said coldly. "In case you haven't figured it out yet, it was I, The Riddler, who kidnapped your foolish friends and did the redecorating here. "

Fluttershy looked shocked. "Y-you kidnapped them? B-but why would you do that?"

"Why wouldn't I? Their little tiny brains should have known better." He replied. "I have but one goal: to prove that I am the most intelligent being that ever walked the earth by using riddles. Every person who I kidnapped in this church is now in their own little challenge as we speak."

As he boasted, Fluttershy began to tear up again. "Oh please! Please let them go! They didn't do anything wrong! Nobody has done anything bad to you! Especially Applejack!"

Riddler began to stare at her once again. "Applejack is exactly who I want to talk to you about."

The projection flashed and a grainy image of Applejack appeared. She was in a tiny room and was bucking the walls as hard as she could. Fluttershy gasped and jumped to her hooves.

"Applejack!" She yelled.

On the projection, Applejack looked around. "Fluttershy? Where are ya?!" she yelled.

"I'm back at the church! Where are you?"

Applejack continued to look around. "Ah don't know! Riddler here is bein' a bit of jerk!" She ran towards the opposite wall and gave it a hard buck. "How can ya'll see me?"

"Riddler is showing me a projection of you!" Fluttershy said with tears in her eyes. "What are you doing?"

Applejack grunted as she bucked the wall again. "Riddler said that if I don't buck the walls, they'd close in on me!"

"Making applesauce!" Riddler exclaimed.

Fluttershy's eyes opened in horror at his pun.

"Oh come on! Ya'll have used that one before, Riddler! What's wrong? Ain't got no more jokes up yer sleeve?" Applejack yelled. "I thought ya'll said you were clever!"

The screen flicked back to Riddler, anger still apparent on his face.

"N-no! Come back! Please! Where is she?!" Fluttershy sobbed.

"She did pretty well in my challenge so far. She figured it out fairly quickly for a talking pony; even though it's more likely a retarded mule could have figured it out faster." He said through gritted teeth.

Fluttershy continued to sob as she looked at him.

"Anyway, as she was completing the task, she wouldn't stop bringing up the issue of a certain ability that you ponies supposedly possess: 'Magic.'" he gave little air quotes with his fingers.

Fluttershy sniffed, looking confused. "Well, only unicorns can use magic. Not just anypony can-"

"IMPOSSIBLE! THERE IS NO SUCH THING AS MAGIC!" Riddler yelled at the top of his lungs.

Fluttershy cowered again as Riddler threw his tantrum on the screen. He stomped his feet and banged his fists on his legs like a child. As she cowered, she couldn't help but give a small smile because of how ridiculous he looked as he threw his fit.

After he was finished, he glared at her again. "Your friend, Twilight Sparkle. Bring her to me if you want to save your friend. You lack the mental capacity to even attempt to solve the challenge I have planned. It would be a waste of time to see if you could complete it when it's clear that you can't. She's supposedly brilliant! If you want Applejack to stay alive, you will bring Twilight back here to me. Do you understand?"

Fluttershy shook and stammered as she looked for the words to say. "B-b-but, she's all the way back at the museum! Sh-she's with Rainbow Dash trying to rescue Rarity!"

"I don't care! If she isn't here in two hours, Applejack will die!" He yelled. "I will prove to you that your magic is absolutely fake! There is no such thing! I'm right! I'M ALWAYS RIGHT!"

Fluttershy's heart began to pump all the adrenaline into her veins that she needed. While he yelled, she flew out the doors to the church and out into the cold night as fast as she could. She hovered in the air and looked towards the highway. She hated leaving Pinkie Pie to fend for herself for a while. She hoped she would be okay.

Fluttershy turned and took off and flew back toward the museum once again. She tried her best to push her worries away as she flew over the streets. However, her anxiety was getting in the way of her remembering which roads or alleyways she took to get away from the museum.

She took a left into a darkened street. She flew high enough that any inmates she saw on the ground wouldn't be able to see her, but low enough so the buildings around her would block the full brunt of the icy winds.

As she flew, she heard many inmates talking about various things, but she paid them no heed until she heard something that stuck out.

"So, you hear about the weird pony-things in here?"

Fluttershy stopped and hovered in the air, listening to them.

"Yeah. From what I heard, one of 'em got out of the museum somehow."

"No way. Really? How'd it do that?"

"No idea. From what the guys who were guarding it and Freeze said, it spooked 'em more than they've ever been before."

"But, it's a little pony! How's a pony gonna scare a couple of grown guys?"

"That's what Penguin said. Thought they were a bunch of wimps so he had me and a few other guys put 'em out of their misery for good."

Fluttershy gasped. Her escape had led to the death of the henchmen guarding her and Freeze. She instantly felt a huge wave of guilt wash over her. Now she had yet another reason to hurry to the museum. She didn't want anyone else to die, even if they were bad.

Flying swiftly but cautiously, Fluttershy rounded a building. She noticed that a few Penguin henchmen were patrolling along the rooftops. Instinctively, she flew to one of the platforms on the fire escape. They hadn't seen her.

She didn't want to move, but she had to. She was afraid they would see her if she took off. They had guns. She could easily be shot down and left for dead. She was so close to death just recently, she didn't think she would make it this time.

Commotion from the rooftop broke her train of thought. She heard footsteps running to the right and fading out. She waited for a moment before a voice broke the silence.

"I got a man down over here!"

She paused. What was going on? Had the henchmen fainted?

"Come on, wake up. Do ya hear me? Wake up!"

The voice sounded nervous. Like he wanted to hurry as fast as possible before someone, or something got him. That gave Fluttershy the tiniest amount of hope.

"How's he keep doin' this? What's going on?" another voice said with the same amount of worry.

"Leave him. We got more important things to be looking' out for!" The first voice said.

She waited for another moment.

"Batman, can you hear me? Show yourself!"

She had no idea what they were talking about. The name Batman made her a whole mixture of emotions. Among them were fear, hope, and curiosity. What kind of a name was 'Batman' for someone? What did this person do?

She waited for a few more seconds before she heard another voice come from one of the radios. "I'm runnin' outta patience, you're runnin' outta people. Let's see which one runs out first!"

It was Cobblepot. She instantly felt scared again as another voice yelled out from above. "You heard Penguin! Find him!"

Every moment she spent in here, she was met with new feelings of confusion. Cobblepot's nickname was 'Penguin'? Mr. Freeze? Joker? Riddler? Batman? Who were these people?

"Man down! Man down!" A voice shrieked.

He sounded like he was on the verge of panicking. She couldn't hold herself back anymore. She slowly climbed the staircase of the fire escape that ascended to the rooftop.

"What are you doing? I need help!" The voice demanded.

"You're on your own, man! I'm lookin' out for me!" Another voice shot back.

Whatever was happening up there, they were utterly terrified of it.

By now, she was one platform away from the roof. She decided to wait until all the henchmen were taken down by whatever was up there.

She waited another moment when she heard what sounded like a bone cracking followed by a light shriek. Fluttershy gasped as silently as she could before dropping to the ground.

She waited for something to happen.

She soon heard shaky footsteps walk across the edge above her to the left. The henchman was gasping and breathing heavily.

"What….ARE….you?!"

He sounded like he was about to cry. Fluttershy couldn't help but notice that he had said 'what' instead of 'who'? That meant Batman was definitely a 'something' and not a 'someone'. Now she was scared more than ever.

She almost didn't hear his scream and the familiar bone crack as he was slammed on the ground. Fluttershy winced. Then she paused. It was dead silent.

She was on the far edge of the balcony. She waited a few minutes before she looked up to the rooftop.

"What are you doing here?" A deep voice boomed behind her.

Fluttershy jolted like she had been hit with a charge of electricity before curling up in a ball and covering her face. She was shaking like crazy, and didn't dare open her eyes. Whatever had silently taken down all the henchmen up above was right behind her. She hadn't heard him make a sound.

"Relax. Those punks up there are dealt with. I won't hurt you." He said.

Fluttershy peeked one eye out. Batman wasn't a thing at all, he was a person; a tall, strong person with a strong sense of mystery about him. He had a cowl, and pointy ears on the top of his head. He also had a bright yellow belt, and a black cape. He reminded her of the time she dressed as the Mysterious Mare-do-Well.

"Um…y-you…you're…" She squeaked.

Batman interrupted her. "Your friends Twilight Sparkle and Rainbow Dash are at the museum. They're safe, for now. I'm allowing us to get past Cobblepot's security so we can rescue Freeze your other friend."

Fluttershy uncurled from her ball. "T-twilight and Rainbow? You're helping them?"

"Yes. We're working together to rescue Freeze. You should head back to the Medical Center. It's not safe out here." He replied.

"Oh, um, I can't. I need to deliver a message to Twilight. It's a matter of life and death." Fluttershy replied as she got to her hooves.

"Who's the message from?" Batman asked.

"Some man named Edward. I forget his last name, but he goes by the name Riddler." She said.

Batman paused for a moment before turning away from her. "Head to the museum and wait with them. I'll be back there in a minute."

Fluttershy watched as he jumped over the balcony and fell to the ground below. She ran to the edge and looked over. She saw a giant, bat-like creature fly up quickly before it made a quick descent into the darkness below behind a low building across the way.

Fluttershy was amazed. He had single-handedly taken down the henchmen above her completely silent. He also seemed like a very right-to-the-point kind of person, which at first glance made him seem a tad rude, but he did so in a very respectful fashion. She didn't know how to explain it.

She remembered what he had said. Rainbow and Twilight were at the museum. She couldn't have been far. She took off just as Penguin began to speak from one of the radios on an unconscious henchman behind her.

"Batman's done somethin' to the jammers up top! Where are the rest of you idiots?!"

"We've only just managed to get below ground."

"Just set it up wherever you are! DO IT NOW! Batman's probably on his way down there! Understand?!"

"Yes sir, Mr. Cobblepot!"

Fluttershy flew back to the roof. She thought for a moment. She could probably use that radio so she could get a better idea of what Penguin was planning. She landed next to the unconscious henchman and slowly reached out with her hoof to take the radio.

She snatched it up and flew away as fast as she could. As she rounded the corner, she stopped in midair. She saw what looked like a train station. The train was suspended in the air and went through a building to her left. None of it was operational of course, but she imagined that it used to go through the entire city. Well, before it was a prison.

Beyond the station, she saw the dome that made up the roof of the museum. She sighed for relief and flapped her wings toward the front door.

-The Museum-

"Okay," Twilight breathed. "Here goes!"

Twilight's horn glowed as she concentrated her magic. Rainbow stood next to her. Magical energy crackled all around them before a flash of light swallowed them both before dissipating once again. They were a few feet ahead. Twilight turned back to the doorway. She saw the small holes in the ground where the bars could shoot up to the ceiling behind them.

"Alright! We made it!" Rainbow whooped. "Now, lets scout ahead and see what's up."

"Okay!" Twilight nodded.

They both inched forward silently. They heard voices coming from the room ahead. The sound of the door creaking open behind them made them both freeze. Batman had come back. Immediately, Twilight regretted listening to Rainbow's plan. Batman could easily overpower both of them in a single move if he wanted. They had deliberately disobeyed him. Twilight and Rainbow looked at each other with worry.

"Twilight! Rainbow!" Fluttershy called.

They both turned to face their Pegasus friend who looked very relieved to see them.

"Fluttershy!" They both cried.

They turned tail and ran back inside to meet her. The automated bars quickly rose up to the ceiling once again as they passed over them, but they didn't care. They quickly met Fluttershy and gave her a big hug.

"Fluttershy, it's great to see you! But, what are you doing here?" Twilight asked as they released each other.

"And where's Pinkie Pie?" Rainbow added.

Fluttershy looked away at the question with tears starting to well in her eyes. "I, uh," She stammered. "I don't know what happened to her."

Rainbow and Twilight looked to each other with the same worried expression.

Fluttershy continued. "After we separated, I did exactly as Rainbow said and went to the church for some supplies with Pinkie, but when we got there it was totally empty! No one was there! The doctors, the officers, Applejack, they were all gone!"

Rainbow's and Twilight's eyes widened in horror. Batman had mentioned the Riddler to them just minutes ago.

"So Pinkie used what little medical knowledge she knew and fixed me up as much as she could. It was a really, really scary experience, and it really hurt, but I know she had to do it."

"After that, we found a small village underneath the road across the street. It was the next closest place to the church. The people there were really nice and they let me stay there while Pinkie volunteered to go find some food. She needed to go along the freeway toward the Steel Mill to find it."

Fluttershy bit her lip as tears began to fall down her face. "After a few minutes, something happened. The freeway exploded. I, uh, I don't know if she's okay or not."

Fluttershy was openly weeping by now. Rainbow and Twilight were crying too as they came in closer to console her. They all joined together in one big hug as Fluttershy cried on Rainbow's shoulder.

"P-P-Pinkie could be dead now and *gasp* and there isn't a thing we can do!" She sobbed.

"She's okay, Fluttershy. She's okay. Shhh. Don't worry." Twilight said in a soothing voice as she tried to calm her down.

"Yeah, Fluttershy. "Rainbow added. "It's Pinkie Pie, after all. If anypony can do the impossible, it's her.

"That's not all." Fluttershy sniffed and looked to Twilight. "I went back inside the medical center, and this man appeared to me on a screen. He said his name was Riddler and he had kidnapped Applejack and the doctors! He said if you don't go back to the church in two hours, Applejack will die!"

Twilight's eyes widened. "What?! Applejack will die?!"

Fluttershy nodded. "He said he doesn't believe in unicorn magic and he wants to prove you wrong with a challenge he has prepared."

Twilight shot up. Her hair started to become messy and she had a panicked look on her face. "Oh my gosh! Oh my GOSH! What do we do? What do I do?!"

Rainbow flew up in the air above them. "Enough!" She yelled, calming them both down. "We need to approach this one step at a time!"

Fluttershy and Twilight stayed silent for what Rainbow Dash was about to say.

"We need to focus on getting everypony back together! Lets rescue Rarity, and then we'll quickly make our way over to the church and rescue Applejack. After that, all five of us will go find Pinkie Pie."

Everypony stayed silent for a moment before Twilight nodded. "Okay. You're right Rainbow. Rarity, then Applejack, and then Pinkie Pie."

Rainbow nodded and lowered herself to the ground. They spent the next minute getting ready. Twilight reached into her saddleback and produced one for Fluttershy. Fluttershy had just finished putting it on when Batman stepped through the door.

"I'm back." He said as he made his way to the hole in the window.

Fluttershy backed away shyly while Rainbow followed him. Twilight remained with Fluttershy. Batman located the terminal and used his little computer gadget to try and hack it once again. After twisting the two knobs around for a few seconds, the machine made a beep.

Twilight looked to the archway and set her hoof underneath. The bars didn't rise. "We're clear! We can pass now!"

Rainbow flew out of the hole before Batman followed her. Batman walked under the archway and headed to the next room. Once he had passed over the secret slot where the bars would have raised, everypony else followed him.

Their progress was immediately halted when a large dinosaur popped up from behind the balcony directly in front of them and roared loudly. The dinosaur was bigger than anything they had ever seen. Even bigger than the dragon that blocked the cave back home, or the Ursa Minor they had encountered. Twilight, Rainbow, and Fluttershy jumped backwards and screamed as loud as they could. The dinosaur stopped roaring and broke down. It froze as it stared blankly at them. It was mechanical.

If Batman was startled by it, he hid every hint of fear from his stance. He didn't even flinch when it appeared. He looked back at the three frightened ponies. Rainbow saw this and tried to shake off the surprise as best she could.

"HOO! Keep it together, guys. Come on! We gotta find Rarity!" She said as she tried to push her friends along.

"Y-Yeah. Come on guys." Twilight cautiously agreed.

Fluttershy made a high-pitched squeak with every breath.

They all followed Batman, as he turned left. He stopped at the top of the staircase and looked down. Rainbow sat beside him and followed his gaze. Three henchmen were beating another prisoner to a bloody pulp. The main attacker was wearing some sort of body armor. He looked tougher than the others.

Rainbow whispered to Batman. "I'll take the one on the far right out. You get the others."

She didn't wait for a reply. She knew he would say something to her like "Its too dangerous," or "Stay here and keep silent." Rainbow didn't want to hear that. She flew up to the ceiling as silently as she could.

Batman turned to Twilight and Fluttershy. "Stay here until they're all gone."

They nodded and Batman crouched to the ground. He swiftly and silently made his way to the nearest henchman. He swept one leg under him and used his arm to smack him to the ground. Rainbow simultaneously made her move on the other henchman by zooming down as fast as she could and striking him on the head. He instantly went down.

Batman then leapt into the air and used his cape to stun the armed henchman. He then unleashed a barrage of quick, forceful punches on the henchman's chest, head, and arms. For every second that passed, Batman punched him four times. After about five seconds, he used his head to pound him to the ground. He was out.

"ALRIGHT! WOOHOO!" Rainbow yelled.

Batman then turned his attention to the prisoner they were beating up. His shirt had the word "Pig" written out in paint. He was helping himself up off the ground when Batman addressed him.

"You're safe. For now."

The prisoner gave a relieved sigh. "Thank God!"

Rainbow looked back. Fluttershy and Twilight were running down the steps toward them. She smiled and turned back to the prisoner.

"You may want to hold off on thanking Him until after you've answered my question." He said. "Who are you?"

Rainbow looked confused. Why was he threatening him right after he rescued him?

The prisoner was obviously nervous. "Sorry, man. I'm a cop. Gordon sent us in here. I'm from the 13th precinct, part of the strike team. Been in here since the beginning."

"If Gordon sent you, you'll know the code." Batman said.

Rainbow looked back to Twilight and Fluttershy, worried. This guy seemed okay. Why was Batman so paranoid?

"Oh yeah! Yeah he said, uh…" The cop looked around nervously. He almost had it. "Oh, man! What was it?"

Batman gritted his teeth and clenched his fists. "The code. NOW!" He demanded, taking a small step toward him.

Rainbow took a step backwards, awaiting the imminent fight.

The cop opened his eyes with sudden epiphany. "Its Sarah! He said to tell you the code is Sarah!" He looked very hopeful.

Batman unclenched his fists. "You're safe, officer."

Everypony gave a sigh of relief.

"Its Jones, Batman. Elvis Jones." He replied.

"Gordon always said he planned on sending your team in." Batman said.

"Yeah, he said he wanted to know what was goin' on in here. I guess we found out." Officer Jones answered. "There were ten of us… Hopefully, there still are."

Batman looked frustrated. "I told Gordon it was too dangerous to send you in! Stay here, if the rest of your team is alive, we'll find them."

Officer Jones looked behind Batman at the three little ponies looking back at him. He looked really confused as they followed Batman down the stairs to the next door. Fluttershy turned around as she flew with the others and gave a shy wave. Jones slowly waved back.

They got to the door and pushed it open. Immediately, Fluttershy felt a wave of panic spread over her as she felt and saw the familiarity of the environment around her. She lowered herself to the ground and walked as close to Twilight as she could. Twilight gave her a comforting smile.

Batman stopped walking. "Hold on." He said.

Everypony stopped. Rainbow turned back to look at him. "What is it?"

Batman didn't answer. He simply looked around the room like he could see through them. Then he started walking again. "Stay close to me, and get ready for a fight."

Rainbow pounded her hooves together. Twilight took a deep breath while Fluttershy gulped nervously. They all made their way down the hallway. On the wall in front of them were the words "New Recruits This Way!" with an arrow pointing to the right written in red spray paint.

They turned right and walked down the next hallway. They all heard what sounded distinctly like cheering and applause. As they walked, it got louder. They turned left at the end of the hall. The door at the end of this hallway opened up into a large room. There were bodies and torches along the wall that led to it. It all made everypony very nervous, but they continued walking.

-The Gladiator Pit-

As they all entered the room, the gate behind them shut, trapping them inside. A loud roar of applause erupted from all around them. Rainbow looked around in awe. Inmates and prisoners were gathered behind large gates surrounding them. Their right and left exits were fenced off and electrified. They all felt the electricity as just being near it made their heads hurt.

Batman glanced up to the balcony above. A prisoner was limping forward and grabbing his chest. Rainbow squinted her eyes and read the words "Dead Cop" written across his chest. "He's one of the other undercover cops!" She said to Twilight and Fluttershy.

The cop staggered forward a few more feet. "Help… Me…"

A silenced gunshot went off from somewhere and the cop jolted. He toppled forward and fell on his face. An older, wheezy laughter came from behind him as he fell. When the cop hit the ground, Mr. Cobblepot was standing right behind him, pointing his umbrella tip at the ground.

Cobblepot had just murdered the poor man! Twilight, Rainbow and Fluttershy all gasped in horror as Cobblepot lowered his weapon and walked to the edge of the balcony above to address them.

Batman pulled out what looked like a sharpened boomerang and prepared to throw it.

"Uh uh! I wouldn't do that if I was you." Cobblepot said, turning around. "Show 'em what we got!"

A very large, one-armed henchman was carrying another cop by the back of the neck. He too had the words "Dead Cop" written across his chest. He raised the cop up in the air to show Batman, who lowered his boomerang.

Cobblepot turned back to them. "So Batman, you here for the cops, the ice-man, or me?" He asked with a laugh.

Batman put away his boomerang. "I was only here for Freeze and the hostages. But now, I'm taking you down too." He said slowly.

He glared at Cobblepot. Rainbow and Twilight tried to make themselves look as menacing as possible while Fluttershy hid behind Batman. She wasn't scared, but she was getting very angry. Each one of them continued to stare at Cobblepot.

Cobblepot looked around like he was scared. "OOOH! Aren't you scary?!" He said, sarcasm obvious in his voice. He threw his head back and laughed along with the henchmen gathered around him.

Batman continued to stare daggers. "You're about to find out."

"Am I, really?" Cobblepot asked.

He nodded to one of the henchmen at his side. He stepped forward and placed a cigar inside Cobblepot's mouth before lighting it.

He breathed out a puff of smoke. "Listen," He said, not taking it out of his mouth. "I'm what you might call a collector."

The henchman stepped forward again and removed the cigar from his mouth.

"If someone wants it, I like to think I've got it! If I don't have it," He glared at them with his good eye, "I'll get it! So here's the thing: back there, I've got cabinets with your names on it, just waiting to be filled! And as luck would have it, here you all are, standin' just where I want ya!" He laughed. "So whaddaya think? Are you gonna be a good boy and give up nicely? What about you little ponies? Can you be good little ponies and nicely go into your new homes?"

Fluttershy stomped her hoof on the ground and shot an angry look up to him. "You aren't giving orders here anymore, Cobblepot!" She growled.

As he was speaking, a tiny fire started inside her and began to grow. It wasn't like last time. She didn't feel hatred or bloodlust, she only felt like making him stop. He was evil and he needed to be stopped. She wanted him to be brought to justice for his crimes. She wouldn't be pushed around anymore.

Cobblepot grinned. "I was hopin' you'd say that."

Somewhere inside her, Fluttershy felt a hint of doubt. Had she had unleashed a world of hurt on her and her friends? She hoped not.

"Look around ya." Cobblepot continued. Batman and everypony else looked around to the inmates behind the bars. "These horrible bunch of psychopaths are all beggin' to join up with me. But unfortunately for them, I only take the best. And today, 'best' means whoever can kill YOU!"

Cobblepot pushed a button on a remote he held. "Come on out, lads!" He announced. "Its Initiation Time!"

The cages on their right and left opened. Inmates spilled out from either side. Twilight quickly estimated that there was over 30 inmates altogether. The inmates spilled out and quickly surrounded them. Each one has their fists in the air and looked hungry for blood.

"What are you waitin' for? HURT 'EM!" Cobblepot barked.

Batman ran into the group of inmates directly in front of him. Rainbow and Fluttershy made good use of their wings and took to the air together. Twilight was left with a group of seven inmates. They all charged her at once.

Thinking quickly, Twilight concentrated her magic and teleported herself behind the group of inmates. She bucked two of them from behind. She quickly turned around and began to launch a barrage of magical energy from her horn. Each blast sent one more inmate flying backwards.

Rainbow and Fluttershy were busy picking off inmates who ran away from the group to get random objects to use to their advantage. On the wall behind them was a large assortment of weapons laid out for the taking such as crowbars, hammers, and pipes. There were also a few small chairs and propane tanks that they could easily throw. One inmate had a chair held above his head and was about to throw it at Twilight. Seeing this, Rainbow swooped down to catch the projectile just as it left his hands. She caught it and immediately threw it back at him. He couldn't catch it and the chair broke on impact.

One by one, the inmates' numbers were depleting. Twilight had already taken out three while Rainbow and Fluttershy had worked together to take out seven. Batman alone had taken down about 17 inmates. His knowledge and experience in combat proved to be more than a match for the inmates.

There is strength in numbers, however. Batman was struck a few times. Twilight had been punched and kicked a few times as well. She had some new bruises and her lip was now bleeding. Some of the inmates didn't take to having airborne enemies well either. A few of them had started throwing things at Fluttershy and Rainbow while they tried to pick some of them off from above. Most of the projectiles thrown had missed them, but one inmate in particular had thrown a chair at Rainbow while her back was turned. She went down and crashed to the ground. Fluttershy immediately reacted and landed between him and Rainbow. She opened her eyes and Stared him as hard as she could.

As expected, the attacking inmate was stunned to the point of terror. Fluttershy continued to hold the Stare as she ascended high into the air, and floated directly above him. Then, using all her might, she came down on his face and sent him crashing to the ground. Rainbow got up and shook off the impact, giving Fluttershy a thankful smile. Fluttershy turned to her and returned it.

Twilight was holding the last inmate in a magical field in front of Batman. Batman grabbed his head and brought him down on his knee with a loud crack. They all looked around at the pit they were standing in. It was now littered with unconscious inmates. Everypony was thankful that it was finally over. Batman looked up to Cobblepot, who wore a very smug look on his face.

"You weren't supposed to do that, Batman." Cobblepot raised his umbrella and pointed it to Batman. Then to a large metal container suspended high above. "You're forcing me to bring out the big guns."

Cobblepot pulled the trigger and the container fell. Batman dove out of the way just before it hit the ground. He rolled and quickly turned back to face the container. The top of it burst open as a giant hand punched through it. Whatever was inside roared loudly before the side of the container also burst open.

A penguin henchman emerged. But this henchman was very large, and his body had been reconstructed to the point where he looked like a monster. One arm was much bigger than the other. Its large muscles looked like it was about to break through the monster's skin. It looked at Batman with fury before stepping completely out of the cage. It stood about ten feet tall.

Batman didn't get up. He was ready for any sudden movements the monster could make. The monster then grabbed the container with one hand and flung it at Batman. He quickly dove to his right, the container barely missing him as it crashed into the wall behind him.

Everypony else stood there in shock as the monster faced him. Cobblepot had somehow turned one of his men into a monstrous freak. Batman looked angry. Twilight could swear she saw him express an emotion of familiarity with the monster, like he had faced one before. She didn't know what to think. Were there more of these things?

Cobblepot watched from above. "Aww. He doesn't look happy to see you, Batman!" He turned and walked away from the balcony. "Good luck!" He spat back.

The monster roared again. From behind, Twilight noticed that some of its vertebrae were protruding from the monsters back. She shuddered. This thing used to be a human. He must have been in a considerable amount of pain.

Batman looked at the three ponies. "Stay away!" He ordered.

They all nodded. Clearly he knew what they were dealing with. Batman charged the monster and swiped it with his cape several times. The monster was taken back as each swipe stunned him. Batman then proceeded to beat and punch the monster several times in the gut. After a number of hard hits, Batman then climbed onto its back! The monster flailed around as he reached his arm up and behind him to try and grab Batman.

"Look!" Rainbow yelled.

They turned to see the cages from under the balcony opened again and more inmates ran out. Not as many as last time, but still a large number. Immediately, everypony went to work. Twilight ran into the back corner while Fluttershy and Rainbow took to the air again. Three inmates surrounded Twilight before she used her magic to teleport herself behind them. She turned and noticed something she could use to her advantage. She knew it wouldn't kill the attackers, but it was sure to be very painful. She considered it for a second before deciding to try it.

She picked up the three inmates with her magic and hurled them as hard as she could into the electric fence. The inmates screamed and jolted as the large number of volts passed through their bodies. She held them to it for a second before releasing them all. They all fell to the ground together and landed in a clump.

Most of the inmates weren't assaulting the ponies, but they were watching the makeshift rodeo show that Batman was performing. He was riding on the monsters back and covering its eyes, causing the monster to flail its large, grotesque arms about wildly. Batman used this to his advantage and drove the monster into a large group of inmates. They flew and landed in all directions.

Rainbow and Fluttershy took advantage of the inmates not focusing on them and began to pick off a few one by one. Twilight began grabbing some and flinging them across the room to the monster's wild haymakers or into the electrified fence.

Eventually, the monster managed to throw Batman off his back. He back flipped in the air and landed on the ground. It backed away as it shook off Batman's attack. The rest of the inmates took their turn in attacking. Batman vaulted over the nearest one on the far left and started throwing punches. Twilight was right next to Batman and started blasting inmates with her magic. Fluttershy and Rainbow were continuing with their strategy.

The monster had recovered and let out another roar. Batman saw it standing there facing them with an enraged expression. But instead of charging into the large group, it turned and walked toward a group of unconscious inmates. It bent over and picked up one of the bodies. It turned back to the group and prepared to throw it.

"Get away!" Batman yelled.

Rainbow looked to see the monster hurl the inmate's body toward them. It was flying directly toward Fluttershy. She had her back turned and couldn't see the incoming projectile. In a split-second decision, Rainbow zoomed to her as fast as she could.

"Look out!" She yelled.

Fluttershy barely turned around as Rainbow shoved her out of the air. She fell out of the air and into the ground just as the unconscious inmate smacked into Rainbow. They both flew across the room and landed in a heap on the other side. Rainbow lay still next to the inmate. Fluttershy got back to her hooves and flew over to her.

The monster roared once more just as Fluttershy reached Rainbows body. With tears in her eyes, she tried to talk to her. Rainbow wasn't moving.

"No!" She thought. "Not now! Not like this! Come on, Rainbow Dash! Wake up!" She shook Rainbow's body vigorously as she tried to revive her. "Please, Rainbow! Wake up!" She yelled.

Twilight and Batman had beaten all the inmates, save two. Batman vaulted over one and headed toward the monster. Twilight bucked him in the face as he stumbled forward. He went down, and she turned her attention to the last one. She used her magic to grab him and hurl him across the room into the electric fence. He impacted, flailed, and went limp.

Batman used the same technique of stunning the monster with his cape before repeatedly punching the monster in the gut. He did so faster and more relentlessly. It brought the monster to his knees and Batman delivered the final blow. He gave a right hook its face, then a left, and then he jumped into the air and did a back flip, kicking the monster in the process. Finally, he clasped his hands together and brought both his fists down on the monsters neck. It let out a groan and fell limp. The fighting was finally over.

Twilight, gasping for air, ran toward Rainbow and Fluttershy. She wasn't waking up and Fluttershy was starting to panic. She had shaken her, yelled at her, and was tempted to try smacking her, very lightly, of course.

"She won't wake up, Twilight! I can't get her to wake up!" Fluttershy sobbed.

Twilight took a closer look at Rainbow. "Fluttershy, you need to calm down. You're panicking. Yes she's hurt, but she'll be okay." She pointed a hoof to Rainbow's chest. "See? She's still breathing. She's going to wake up eventually."

Fluttershy breathed heavily and tried to calm down. Batman approached them from behind. She looked up to him. "When do you think she will wake up?" She asked.

"In a few minutes." He replied. "I'm going to try and find a way up. You stay here with her until she does. Twilight will come with me."

Twilight looked at her friends once again. "Don't worry, Fluttershy. Both of you fly to the balcony when you can." She said, pointing to the balcony above where Cobblepot had been.

Fluttershy sniffed. "Okay. Thank you Twilight."

Batman turned away and put his index finger to his ear. "I found Penguin." He said.

Twilight turned to face him. "What?"

Batman ignored her and stayed silent for a second. "Not yet. The situation is worse than I thought. Penguin has a supply of the TITAN formula."

Twilight cocked her head. "TITAN? What's TITAN?" She asked to herself. She looked at the unconscious monster, trying to connect the dots. She thought that this 'TITAN', whatever it was had to do with the monster in some way. She would ask Batman about it after he finished talking to whomever it was he was talking to.

"Nice of you to join us, Oracle." Batman said. "Alfred, bring Barbara up to speed. I'll be in touch."

He turned back to Twilight. "Come on."

Twilight got up and walked over to him. "Who were you talking to?" She asked.

"Oracle. She's my… good friend and my reliable source for information." He replied. He walked over the electrified fence and looked on the other side. "Do you see that button?"

Twilight looked past him and saw the big red button on the other side of the fence. "Yes."

"I saw you teleporting around in the fight. Can you get over there and press that button?" He asked.

Twilight smiled, feeling proud that he recognized her talents. "Yes I can."

She focused on the other side of the fence. She wanted to be extra careful because it was still electrified. She didn't want to be instantly fried when she got to the other side. Her horn glowed and she disappeared in a flash. She immediately reappeared on the other side, facing the button. Grinning, she walked over to it and pressed it with her hoof. A loud mechanical whirring took place on the other side. She looked and saw one of the metal gates had opened up so they could walk inside.

She quickly teleported back to the other side and Batman turned to her. "Nice work." He said. Twilight grinned.

They both began walking toward the gate. Twilight looked behind her to see Fluttershy looking back at her. Twilight gave her a reassuring smile.

"Please be careful, Twilight." Fluttershy said.

"Don't worry, Fluttershy. I will." Twilight replied.

She turned and walked alongside Batman. She looked up to him, her mind full of questions. How long had he been doing this thing? What was the story with the Penguin? She figured that she ask the obvious question first.

"So, what was that monstrous thing back there?" She asked as they walked under the gate.

"It was one of Penguin's henchmen infected with TITAN." He replied bluntly.

"What's TITAN?" She asked.

They entered and proceeded down a short, dark hallway that forked to either the right or left. There was an aquarium at the end of the hall to the right. There were bodies of inmates floating lifeless among many piranhas inside the tank. It made Twilight want to gag. To the left was a gated off section with a maintenance elevator on the other side.

"TITAN is a chemical created by Joker a year ago at Old Arkham Asylum on Arkham Island." Batman said as he walked over to the control panel on the wall. "Joker escaped custody and took over the entire asylum. He staged a fire at another prison, Blackgate. It caused hundreds of Joker's crew to be transferred to Arkham. He took control over the asylum and killed many guards, doctors and police officers in the progress."

Twilight gasped. "Oh my gosh! He escaped from a high security asylum?"

Batman was working on cracking the code to the elevator. "No. He didn't want to escape the asylum, he wanted control of it." Batman's computer beeped and the gate opened. "He used an alias to get help from a doctor to create a formula for TITAN. She drained a chemical used by another villain to create it. His name is Bane."

They walked into the gate and inspected the elevator. "The doctor stopped taking his money when she found out she was helping Joker, but it was too late. The formula had been created. Joker doesn't like it when people say no, so he deliberately got himself back into Arkham, and started making the inmates into monsters."

Twilight was stunned. This man was a criminal mastermind. "So how did Penguin get a hold of the TITAN?" She asked.

"I don't know." He replied. "I thought it had all been destroyed when we took the asylum back."

The small elevator car didn't have a roof. Batman climbed up the side and dropped to the floor on the inside while Twilight teleported inside next to him. There was an orange electrical box that would usually provide the elevator with power. Of course, it wasn't operational. Batman pulled out something from his utility belt. It looked like an oddly shaped gun. Instinctively, Twilight covered her ears. He pointed it at the box and shot.

Instead of the loud explosion that she was expecting, the device shot an electric blast. It gave power to the box and the elevator began to rise. Twilight flinched at the sudden movement of the car. She gasped and looked around. The elevator car rose for a few seconds before it stopped right at the ceiling. Batman looked up toward it.

He pulled out another device. This one also looked like a gun, but smaller. He reached up to the ceiling and sprayed a type of gel. He outlined the gel into the shape of a bat. The gel bubbled and expanded for a second before stopping.

"You'll want to plug your ears." He said to Twilight.

Twilight nodded and plugged her ears as hard as she could. She tightened herself up as Batman backed away from the gel shape. Pressing a button on the device, the gel exploded with a loud bang. The ceiling disappeared and chunks of rock and debris flew in all directions above them. Twilight coughed a few times to clear out the dust.

She looked up to where the ceiling had been. There was a hallway leading off to the right in the room above them. Batman walked over to the ledge and pulled himself up. Twilight was too shaken up to focus on her magic so she ran toward the ledge and tried to hoist herself up as well. Batman reached down and grabbed her hoof. She made it up and gave him a grateful smile.

"Th-thank you." She said, still shaking. Batman nodded and walked down the hallway. Twilight followed him.

Like most of the museum, this hallway was dark and littered with ruined furniture, boxes, and old posters of the museums attractions. It all seemed very haunting and it made Twilight nervous. She wanted Batman to continue with his story.

"So, uh, why do you need Mr. Freeze?" She asked.

Batman stayed silent for a moment before answering. "At Arkham, Joker injected me and himself with the TITAN formula. I had manufactured an antidote to the TITAN, but he turned into a giant. I managed to beat him, but the TITAN made him sick. He's now on the verge of death. He had Mr. Freeze try to make him a cure, but Penguin must have found out and captured him."

They reached the end of the hallway. It had turned left and then immediately right. They stopped at the wall and Batman pulled out the device he used to spray the gel.

"Joker captured and poisoned me with his blood. He told me that he has been shipping out samples of his poisoned blood to hospitals and emergency rooms all over Gotham. I needed to interrogate Joker because I thought he was working with Strange to poison Gotham. I thought it was Protocol 10, but I was wrong." Batman continued.

Twilight cocked her head. "Strange talked about a Protocol 10 with me. He said he's planning to use the Elements of Harmony for it. Did you find out what it was?"

"No. But whatever it is, I plan to stop it." Batman replied.

He backed away from the wall after spraying the gel. Twilight readied herself and he pressed the button. Like before, the wall exploded. Rubble crashed to the floor on the opposite side. They both walked through after the dust cleared.

They turned right and walked toward the edge. They were on the platform that Penguin had been on. Twilight ran to the officer and checked him out. The bullet had pierced his spine right between the shoulder blades. He was dead. Batman was right behind her.

She breathed deeply, trying to fight off the panic. Walking toward the edge, she looked down to Fluttershy and Rainbow.

"Fluttershy!" She called. "Is she okay?"

Fluttershy flinched and looked up to her. "Um, yes. She's beginning to come to." She called back. "What were those loud bangs? Are you okay?"

Twilight heard Rainbow moan slightly as she awoke. "Yes, we're okay. It was just one of Batman's gadgets."

Fluttershy breathed a sigh of relief. "Oh good. I was worried you were hurt."

Twilight smiled. "Try and get her awake as fast as you can. We still need to find Rarity."

Fluttershy began to talk Rainbow awake. "Rainbow Dash? Can you hear me? Are you okay?"

Rainbow stirred and opened an eye. "Ugh, w-what happened?" She asked.

Fluttershy squee'd and hugged her as tight as she could. "Oh! I was so worried about you!" She exclaimed.

Rainbow grunted and returned the hug. "Heh. Don't worry, Fluttershy. You know I can't stay out of the game for very long."

"Well hurry and get up here. We don't have much time." Batman said.

His booming voice made the two Pegasi flinch. They got to their hooves spread their wings. Fluttershy slowly ascended first while Rainbow stretched for a moment. They both took off toward the balcony and landed in front of Twilight.

The first thing Fluttershy noticed was the dead officer. "Oh my goodness!" She yelped, running behind Batman.

Rainbow gasped as well, taking off into the air once again above them.

"We're going after the animal that did this." Batman said.

He turned and walked toward the door immediately behind them. The ponies followed him closely. Rainbow didn't take her eyes off the dead officer as she flew.

There was an old sign to the right of the door. It read "Terrors of the Deep!" Batman turned the handle to the door and walked inside while everypony followed.

-TORTURE CHAMBER-

The air in this hallway was significantly colder, much colder than it was outside. Everypony shivered as they followed Batman. On the ground off to the sides were thick blocks of ice. They all connected with each other into one sheet of ice. Rainbow hovered above them, holding herself to keep warm while Fluttershy and Twilight walked carefully along the ice.

At the end of the hallway was a large wall of ice that blocked the way forward. Batman pulled out his explosive gel device and walked over to it.

"H-h-how is th-that going t-to help?" Rainbow asked him.

"J-just watch, Rainbow." Twilight said to her.

Batman applied the gel and took a step backwards. He pressed the button and the ice shattered. He walked through the ice dust and onto the other side. Rainbow's eyes were wide with amazement and Twilight wore a smirk on her face. Fluttershy cowered behind Batman.

He took a step forward before he quickly shoved Rainbow and Twilight behind him. They yelled as they both flew backwards. Batman's right arm was hit by something and it froze to the wall behind him.

Twilight and Rainbow got to their hooves and scurried behind the nearest wall in the hallway behind them. Fluttershy stayed glued to where she was behind Batman. Rainbow peered behind the wall to see what had happened. Across the large room, Penguin was holding a gun and was pointing it at Batman. He was standing on a balcony in front of a large doorway. The glowing letters above it read "Iceberg Lounge."

-PRESENT-

"Stay where I can see you, Batman!" Cobblepot announced. Rarity turned back to the Iceberg Lounge to see him. "You wouldn't believe the fight the ol' snowman put up. Still, I got what I wanted. That's all that matters."

The two henchmen that held the inmate had released him onto the ice below. He ran as fast as he could across. Cobblepot lowered the gun and shot at him as he ran. He fired a few shots at him. The inmate didn't slow down for a second.

"Hold still, boy!" Cobblepot yelled. He let out a loud cackle as he continued firing.

Finally, a shot hit the inmate's foot. The ice crystallized and quickly covered his entire body. The inmate grabbed his leg and tried to get the ice off, but it was no use.

"No…No…NOOO!" He screamed as the ice covered him completely, save his head.

He stood there on the ice, completely frozen. Cobblepot lowered the weapon. "When you're done in here, feel free to join me in the Iceberg Lounge so I can kick yer arse again!" He said to the man. He turned and went into the Iceberg Lounge. "Enjoy the Copsicle!"

The pointy-eared man tugged at the ice once more and finally broke free. He stepped to the edge and looked to the frozen inmate. The ponies he had pushed back turned came to his side and looked also. It was Twilight and Rainbow Dash. Rarity then saw Fluttershy poke her head out from behind him.

"Please….Help…..Me…" The inmate said weakly.

Rarity was so thrilled. Three of her friends had managed to find someone good in this place. This man, this 'Batman' had taken the time to help rescue her. If she herself weren't frozen in place, she would have jumped for joy.

"Stay here." Batman said to her friends. "I'm going to free him."

"Okay." Twilight replied.

Batman walked to the edge and jumped into the air. Instantly, he opened his cape and it spread out into a giant pair of bat wings. He floated down to the frozen inmate and landed on the ice. The ice beneath him cracked in all directions when he landed. Batman held his arms out to keep him from falling. Twilight, Rainbow, and Fluttershy all gasped simultaneously.

Batman paused for a moment before slowly stepping forward toward the inmate. When he got close enough, he broke the ice that covered him. The inmate nearly toppled forward. Batman grabbed him around the stomach to keep him from falling.

"Hold on." He said.

Batman pulled out a gun-shaped device and aimed it to the ceiling. A long cord shot out from it and it pulled himself and the inmate into the air. They landed on the balcony and Batman released him. He toppled to the ground and shivered violently.

"You should be safe here." Batman said.

"Th-th-th-th-thank you." The inmate replied shakily.

"Are you from the 13th Precinct? Where's the rest of your team?" Batman asked.

Rarity thought this man was an inmate. He must have been one of the undercover cops that Penguin had mentioned to her earlier.

"Th-there are two more guys in this room. And something else, it," he paused, "It looks like a p-pony thing." He said.

Twilight, Rainbow, and Fluttershy all looked at each other with worried looks.

"Penguin froze 'em all up. I r-ran and, well I guess you saw what happened." He continued.

Batman put his hand on the cop's shoulder. "I'll get them. You wait here and try to warm up."

It was then that the cop saw the three ponies. He nearly jumped out of his skin. "Wh-wh-what are those?!" He shakily asked them.

Twilight stepped forward. "We're ponies. Where is the pony you said was frozen in here?"

The cop stood there stunned and shivering. He then turned toward the water and pointed at Rarity. "O-o-over there."

Everypony turned to where he was pointing. Rarity fought to stay awake to see them. She tried to thrash her head back and forth to chip away the ice that surrounded her. She knew she couldn't break it on her own, but she needed to stay conscious.

Rainbow's eyes shot open as wide as they could. "I see her! I see Rarity!" She said as she floated up in the air.

Fluttershy floated up to Rainbow and looked in the same direction. "Oh my goodness!" She exclaimed. "Rarity!"

Twilight also saw her. "Rarity! Don't worry! We're going to be there as fast as we can!"

Rarity drew in as deep a breath as she could. "P-p-please... G-get m-m-me o-out of h-here!" She said, barely audible.

Fluttershy began to panic. "Oh, we have to save her now!"

Twilight also began to feel the first real pangs of panic. "I know, I know!" She said nervously. "Rainbow! Go get her!"

Rainbow took off and flew over the ice. Batman had gone down the ramp and began to walk on the ice as slowly and carefully as he could. With every occasional step he took, the ice cracked a little, but it posed no serious threat. Rainbow had slowed her speed slightly as she flew. The air was much colder in here that it was outside. She would run out of energy sooner if she went any faster.

The ice had thawed a few yards from the platform, leaving a small opening into the water. As she flew over it, a great white shark shot out of the opening and bit at Rainbow with its many layers of massive, sharp teeth. Rainbow screamed and shot higher into the air as the shark tried to bite at her in the air. Barely missing her, the shark then retreated back into the water, breaking some of the ice around it.

Rainbow was whimpering as she hovered in the air. Adrenaline was pumping through every one of her veins as she began to hyperventilate. She jerked her head around and looked everywhere. She was terrified. She noticed that Batman had jumped at the giant's untimely arrival.

"Sorry, Batman! Did I forget to mention my little friend down there?" Penguin said on the intercom. "Meet Tiny! Who'da thought that a big fish could be so useful? Not me, that's for sure! He's like a mobile garbage truck: whatever I drop in that tank just... vanishes! Poof! Ha ha ha ha! Problem gone!"

Rainbow was both angry and terrified. This sick freak needed to be dealt with as fast as possible. Her whimpering went away as she sat in the air, fuming. Her blood started boiling as her rage intensified. She was so angry. She had never been this angry before in her entire life. She looked around the room for something, anything she could get her hooves on. She wanted to rip something apart out of her rage.

Maybe even someone...

"R-r-rainbow D-d-dash!" Rarity hissed.

Rainbow shot a glare at the freezing Rarity. Rarity looked back to her with pleading eyes. It snapped Rainbow back to the task at hand. She shook her head and floated over to her. Rarity was stuck to the wall about three feet above the ice. She was frozen with her arms spread out to either side of her, while her hind legs pointed to the ice below.

Rainbow floated up to her and brought her hoof back. She hit the ice on Rarity's left shoulder as hard as she could. It cracked on impact, and Rarity felt the ice's grip on her weaken. She tried to wiggle her arm free, but she couldn't even feel it. She wouldn't be surprised if she were nothing more than a head. She couldn't feel the rest of her body.

Rainbow grabbed the weakened area and pulled the ice off. The rest of the ice engulfing her broke and she fell out of. Rainbow caught her before she hit the ice, and flew back to the platform.

Twilight and Fluttershy never looked happier. As soon as Rainbow landed, the four of them all joined together into one big hug. They all began to cry tears of relief now that Rarity was finally safe once again.

"Th-thank you s-so much everypony!" Rarity cried, still shivering.

"You're safe now, Rarity." Twilight tearfully replied.

"We were so worried about you!" Fluttershy said.

Rarity chuckled slightly. "I was w-worried about y-you, F-f-Fluttershy!"

They all released the embrace except for Fluttershy. "Oh it was awful out there, and really scary! I got cut up pretty bad right when I got outside!"

"Luckily we found her pretty quick!" Rainbow interrupted.

"Yeah! Pinkie Pie took her back and fixed her up!" Twilight added.

Rarity's face grew worried. "Um, where exactly is Pinkie Pie? And Applejack?" She asked.

They all looked to Fluttershy, who finally let go of Rarity and suddenly looked very sad. "I, um, I don't know exactly." She hesitantly answered.

"We'll have to catch up once we get out of here." Twilight said. "We need to rescue the rest of the officers and stop Cobblepot.

Fluttershy's eyes widened. "Oh and Mr. Freeze! We need to rescue him too!"

Rarity nodded. "Yes! Rescue him! He's a good person!"

Twilight looked unsure. "Really? Everyone else in here has said he's a cold-hearted, evil man."

"That's what I thought of him as well." Rarity said. "Mr. Cobblepot told me he was the reason Fluttershy had managed to escape. I thought Freeze had corrupted her somehow and turned her into a monster."

Fluttershy slowly backed away. She remembered how it had been being a monster. She still felt so much regret even though Pinkie Pie and Rarity had forgiven her. It didn't help the reality of how Iron Will had caused her to act.

"However, he is indeed a very good man!" Rarity continued. "Mr. Cobblepot said I could go and teach him a lesson if I wanted to. And I most certainly did want to. So he took me to him and left the room. It was then that I had the chance to speak with Freeze about what had really transpired between him and Fluttershy. He told me that she had reminded him of his wife, Nora. He couldn't possibly hurt her."

They all were silent. Fluttershy felt herself blushing. Freeze really did care about her safety. A part of her was worried that he was lying to her and messing with her feelings after what everyone had said about him, but he sincerely cared about her.

"Well then let's not stand here talking, lets go find him!" Rainbow said.

Twilight nodded with a smile. "Okay. Rainbow, you go with Batman. Whichever room he goes in, Fluttershy and I will go in the other. He's got to be in one of them."

Fluttershy gulped. "But, what if there are more henchmen in the room? What if we wont be able to fight them all?"

Twilight levitated her book out of her saddlebag. "While Rainbow was rescuing Rarity, I looked for any useful spells we could use. I found ones that make you feel tough, focused, alert, awake, or intelligent."

Fluttershy blinked. "Really?"

"Yeah." Twilight nodded. "If you want me to, I can cast a spell on you to make you more of any of these things. The effects are extreme, but temporary of course."

"I, uh, I'm not sure that's the best idea." Fluttershy stammered.

"Well it's your choice, but you need to decide soon." Twilight said before turning to Rainbow. "Go with Batman. We'll meet up here again after we check out the rooms."

"You got it!" Rainbow said excitedly before zooming off to meet Batman.

"Rarity, you wait here. You're in no condition for action yet. You need to recover from your chilly beauty sleep." Twilight said.

"I agree." Rarity said. "I would only slow you down. Just find Freeze as fast as you can and lets all get out of this dreadful place."

"Will do." Twilight said. She turned to Fluttershy. "Ready?"

Fluttershy was still thinking. She could benefit from this spell immensely. However, Rarity's story had brought back bad memories of her assertiveness training with Iron Will. She didn't want to take any chances of feeling like a monster ever again. However, she knew that she needed to be as bravest as she could. This was a very serious matter after all. Freeze and the rest of the undercover cops needed to be saved, and Penguin needed to be stopped.

She bit her lip. "I, um," She paused before looking to the ground. "T-twilight? Can I decide at the door please? I still don't know what I want to do."

While the ponies had been talking with Rarity, Batman had gone across the ice and began rescuing the other officers. Rainbow followed the minor cracks in the ice to his position. He was two feet from the edge and was pulling a wooden raft across the water toward him with a cable. He was facing a dock on the right side of the room.

She hovered above the water to get a closer look. On the dock was another officer frozen in ice. His attempt to thrash around had chipped away most of the ice around his head, but the rest of his body was still encased.

"Batman! Over here! Help!" He shouted.

Rainbow looked back to Batman, who shot her a slightly agitated look before stepping onto the raft. She turned back to the officer and descended toward him. She landed right in front of him and looked for a weak point in the ice.

The officer gasped. "W-who are y-you?" He said, shivering.

Rainbow briefly looked him in the eyes. "I'm Rainbow Dash. I'm here to save you."

The officer paused for a moment, unsure of what to think. Rainbow flew around to his other side and looked around some more.

"P-please hurry. It's s-so c-cold." He stammered.

Rainbow moved up to his right arm and saw a crack. She turned around and bucked the ice as hard as she could. It cracked all down his side like a spider web. Rainbow tore off a large chunk and helped the officer out. The officer fell to the ground and collapsed onto his hands and knees. He was shaking violently. He wrapped his arms around himself and began to rub himself warm.

Suddenly, a loud clang to Rainbow's right made her jump. A claw connected to a cable had clamped onto the anchor point right next to her. She followed it across the water behind her and saw Batman on the raft pulling himself across the water. He had rescued another officer and was carrying him aboard as well.

"S-s-so c-c-cold." She heard him say. "Where did P-penguin get that g-gun?"

"He stole it from Mr. Freeze." Batman replied. "I'm getting it back."

They floated along the water until the raft met the dock. The officer slowly and shakily walked off the raft and stepped on. Batman walked off after him and spoke to the officer that Rainbow rescued.

"Stay here for now." He said.

"N-no p-p-problem sir." The officer shakily replied. "T-there are m-more of us."

"If they're still alive, I'll find them." Batman said. He turned to Rainbow. "Let's go."

"Lead the way." Rainbow replied.

Batman turned and made for the ladder. It led to a doorway on an upper platform above the dock. Batman quickly climbed the ladder while Rainbow flew to meet him. Once he arrived, he walked through the doorway and began to run down the hall. Rainbow kept up with him.

At the end of the hall was an old boat on display. They turned right and continued down the hallway, passing numerous fish tanks full of bones, bodies and all sorts of horrific things. Batman slowed to a swift walk as he neared the door at the end of the hall. He opened it and they both silently slipped inside.

The room was too quiet. A large archway directly in front of them provided them with a view. It was almost as large as the previous room. There were many statues and intricate designs carved into the walls that looked like the work of architectural masterminds. There was a large number of sea life suspended above for display. Even to Rainbow, it looked quite fascinating.

Rainbow landed silently on the ground next to Batman. He stared at the end of the room. A series of blue lights caught Rainbow's attention. They illuminated a gargoyle that was mounted high above and overlooking the room. Batman studied the light. It was coming from a henchman's pair of goggles that he was wearing. The henchman illuminated the gargoyle for a few seconds before he shut them off and continued his patrol.

Rainbow inched closer to Batman. "What are they doing?" She whispered.

"They're using thermal imaging headsets." He replied. "Anyone wearing them will be able to spot us hiding up in the darkness."

Rainbow looked disgusted. "That's not fair!" She hissed.

Batman stood silently and looked around the entire room. "There are six thugs in this room. All armed" He said. "There are three more officers being held hostage."

Rainbow was confused. "Wait. How do you know that?"

"Not now." He said, crouching to the ground.

He stealthily made his way to the stone rail in front of them and looked around the rest of the room.

"Don't worry, Mr. Cobblepot. Freeze's suit is in the case. I'm looking at it now." A henchman said.

Rainbow crept up by Batman and also surveyed the room. She could see the three officers on the bridge in front of them. Each one of them had their hands behind their heads and was on their knees. Three henchmen were surrounding them. Two of them had the thermal goggles on. A third henchman was facing a case on the left side of the room, but Rainbow couldn't see what was inside.

She could barely hear what Cobblepot was saying. She decided to swiftly and silently fly up to the gargoyle right above him. She missed the first part of what Cobblepot had said. "-nd the last time I saw him, he didn't look very happy."

"He's not getting past me and the boys, sir. The suit is safe." The henchman replied.

"Tell the boys that there's an extra hundred grand for whoever brings him in alive!" Cobblepot said.

"Very generous sir, consider it done." The henchman said, putting away the radio. "Listen up! Penguin wants the Bat brought in alive! There's fifty grand in it for whoever brings him in!"

"Heh. Might as well pay me now! He's mine." Another henchman boasted from across the room.

Rainbow looked down to the three henchmen below her. The one who had been talking on the radio was overlooking one half of the room while the other two were walking in opposite directions. One was walking directly under her. She peeked her head out and saw him standing there. He was reaching up to his goggles. With a click, they turned on.

Rainbow silently gasped. Thinking quickly, she dashed over to a gargoyle on the other side of the room. It was directly above the case that they had been watching. She looked over to the gargoyle she had just been on as it illuminated in a bright blue glow. The henchman hadn't seen her. She breathed a sigh of relief, and looked over to where Batman had been. He was gone.

She looked around the room for any sign of him. As she expected, she couldn't see him. She was sure he could see her though. She wasn't too comfortable with that thought, even though she knew Batman was on her side.

She had to do something. She didn't like waiting for something to go wrong. She kicked herself for just dashing off into a dangerous area without making a plan with him first. Diving headfirst into danger was unfortunately one of her bad habits. She promised herself that she would fix it if she got out of here in one piece.

Rainbow was extremely nervous. She didn't know if Batman would allow her to tag along if she got out of here alive. Suddenly she heard Cobblepot on the henchman's radio, breaking her train of thought. She couldn't understand him at all. A few of the other henchmen were looking around as if they were confused. Then three of them ran into the doorway underneath the gargoyle she had been on.

"You heard the Penguin, move it!" A henchman said.

Rainbow was still nervous, but more hopeful now. Had Batman done something?

"I found someone!" Another henchman said.

She grinned. Batman had done something. Now she could make a plan to attack. She flew to the next gargoyle on the end wall to her left. She tried to spot any more henchmen in her vicinity. She saw two that had remained in the larger room while the other three were investigating the disturbance in the smaller room to her left.

"Wake up! Do you hear me? Wake up!"

"I don't know, but we gotta find him!"

"He's here, Mr. Cobblepot! Batman's here!"

The two henchmen that remained outside had their guns at the ready. One was on the bridge by the hostages while the other was walking down the staircase directly below her. She decided to pick off the poor sap directly below.

He was walking towards a display of a very large wooly mammoth. It seemed like it was resting the bridge on its back. She tried to think like Batman. She didn't get a good look at how he does this sort of thing at the church. She wished Twilight were here. She had witnessed the entire thing.

She wanted to see how he silently took someone out. She could easily knock a thug out, but it would be loud. She didn't want to bring any attention to herself. But she saw no other way; she'd have to risk it. She inched her way forward. She breathed one more time as she went over the plan in her head. Zoom down, knock him out, and zoom back here. Piece of cake.

She quickly calculated the angle and trajectory of herself and the henchman before taking off as fast as she could. She focused her attention on his head, as she quickly got closer. A second later, she impacted. He screamed and went down with a loud crack. Rainbow's eyes widened. Had she broken his head? His neck? She didn't have time to worry about it. She heard shouting from above. Just before she made her frenzied retreat, she had an idea.

Turning back to the henchman, she grabbed his radio in her mouth. She flew back up to the gargoyle of and swung up top. She put the radio in her saddlebag and watched as the rest of the henchmen ran to their fallen comrade.

"Oh no! I got another man down over here!" One of them yelled.

They all gathered around him and tried to wake him up.

"No not you too! Just wake up! Come on!"

"How're we gonna get outta here, man?!"

"Leave him, we got more important things to be looking out for!"

"Batman! Can you hear me? SHOW YOURSELF!"

Rainbow grinned. She was safe, and there was one less guy to worry about. She was about to plan another assault when she heard the radio flicker on.

"I'm runnin' outta patience, you're runnin' outta people. Lets see what runs out first!" Cobblepot spat.

Rainbow squirmed as fast as she could to dull the sound from the radio. One of the henchmen below looked up to her hiding spot. She froze.

He paused for another moment before checking to see if his rifle was loaded. "I know what you're doing, and it ain't gonna work!" He yelled.

Rainbow dashed over to the other gargoyle on her right and tensed up as the henchman began to fire numerous rounds into the air around her.

"There it is!" He yelled as he fired.

Rainbow yelped and took off into the air above them. Flying as high and as fast as she could, she zigzagged around the room as a few more henchmen began to fire. Rainbow zoomed down to the ground floor and went through one of the corridors. She frantically looked around for a hiding spot before she looked down to the ground. Along the floor were a series of grates in the floor that followed the hallway.

Thinking it was a good a place as any, she went opened the nearest one, and crawled inside. She waited; shaking violently as a few of the henchmen made it to her level and began to search the corridor above her.

She had never been this scared in her life. They ran up and down the hallway searching everywhere for her. One of them stopped and stood on the grate right above her. Rainbow hoofed her mouth shut to keep her from making any noises.

"Where'd it go?!" He shouted.

"It's gone! It disappeared!" Said another.

"Well find it!"

They began to walk around again. Rainbow silently exhaled. That was way too close for comfort. She watched as he made his way around the corner. She looked to the hallway behind her to make sure it was clear. After she saw no one, she turned back to the direction of the large mammoth and prepared herself for another quick takeoff. She would go to the nearest gargoyle and wait there for Batman to make his move.

She shut her tear filled eyes and silently opened the grate. The next second, she took off into the next room and up to a gargoyle. She grasped the gargoyle with all her strength and waited.

She carefully looked to the scene below. She saw a henchman make his way up the stairs toward the gargoyle she had previously been on. As he stepped directly underneath, a large black figure quickly descended, and grabbed him before returning to as quickly as he came

This happened so fast that Rainbow almost missed it. A second later, the henchman dropped down from the gargoyle with a rope attached to his ankles. He screamed as he hung there suspended a few meters in the air.

He squirmed and flailed. "Help! Get me down from here!" He shouted.

In the air to her right, Rainbow saw the black mass swoop silently over to the next gargoyle over. Batman looked to her and raised a finger to his lips, signaling her to stay quiet. Rainbow nodded.

She saw a henchman run to the screaming one suspended in the air by his feet.

"There's someone stuck up here! Get over here!" He shouted.

The others ran toward them while the first one began to speak to the suspended henchman. "What are you doing up there?" He asked.

"Cut me down! Please!" He shouted.

The suspended henchman went limp after a moment. He must have passed out from the panic. The three remaining henchmen all walked away with their guns raised.

"He's making us look stupid, how's he doing it?!" One of them shouted.

"I don't think its him! I just saw a bright blue thing a minute ago!" Shouted another.

"What bright blue thing?!"

"I don't know! It might have been one of those pony things that people have seen around here!"

Rainbow looked shocked. There was a possibility that they were more afraid of her than she was of them. Which she didn't believe. She couldn't believe it. She had conflicting feelings about this turn of events. On the one hoof, she was scared out of her mind because she was just shot at and everyone in here wanted to kill her, but on the other hoof, she was making a reputation for herself and her friends that could prove to be beneficial.

Batman swung over to the gargoyle on the opposite side of the room. Rainbow stopped thinking about the henchmen's thoughts and followed to the closest gargoyle over him.

A lone henchman walked slowly right in front of them. He didn't take the time to look around as he passed by them, he just kept on walking. Batman silently dropped down to the ground and followed him. Crouching to the ground so he couldn't be heard, he got closer to the nervous henchman until he was close enough to reach up and grab him. The henchman made to scream while he choked but the tight grip on his mouth kept any hopes of alerting the others at bay. He held him as tight as he could while the henchman flailed and tried to scream. His attempts to break free of Batman's grasp grew weaker and weaker until he went limp. Batman carefully set him on the ground and grappled back up to the gargoyle.

'Four down, two to go." Rainbow thought.

The radio beeped again. "Stop 'im! He's makin' you look like a bunch of girls!" Cobblepot yelled.

Another henchmen saw his fallen comrade from across the room. "Man down! Man down!" He yelled. His voice was cracking from the fear.

He ran toward him while the other henchman stood on the bridge and just watched. The first crouched next to the unconscious henchman.

"What are you doing? I NEED HELP!" He shouted at the henchman.

"You're on your own, man! I'm looking out for me!" He yelled back.

He turned around and walked back into the next room. The other henchman got up from his unconscious friend and began to slowly walk toward the bridge. He turned around, pointing his gun in the other direction every so often before returning it forward.

He got to the bridge and ran to the line of cops. He ran to the cop in the middle and grabbed his neck. "Get up!" He yelled. "Time to play hostage!"

He grabbed the cops with his arm and pointed the barrel of his gun to his head.

Rainbow gasped and turned to Batman. He motioned for her to stay there. She nodded and Batman swung to the gargoyle to his right on the next wall. He sat there for a few moments as he contemplated his next move. The henchman was turning to face every direction to try and see Batman.

"Don't come any closer! I mean it! I'll kill this hostage!" He warned.

Rainbow looked to Batman, hoping that he could rescue him. She wanted to help, but Batman told her to stay put. Plus, she was terrified of what might happen to her if they saw her again. She might not be so lucky next time.

Batman swung over to the gargoyle above the bridge and waited for the henchman to face the opposite direction. The second he turned his gaze away, Batman silently dropped to the floor and covered the henchman's mouth. The henchman dropped his gun and released the cop. The cop ran back into the room behind Batman and cowered by the wall.

The henchman struggled less and less until he dropped to the floor in an unconscious heap. The rest of the cops looked up at him and began to get up. Batman put a hand on the nearest one's shoulder, urging him to stay down.

"Stay quiet, and you'll stay safe." He said to them all.

The cops nodded, and stayed on their knees.

Rainbow breathed a sigh of relief. The cop was safe, but there was still one henchman left. Batman grappled up to the gargoyle above him and made his way over to the gargoyle on Rainbow's left. It was the same gargoyle that the henchman was hanging from.

The last henchman was directly below him. He shook violently as he scanned the room around him. "Don't hurt me Batman! Please!" He shouted. He sounded like he was on the verge of crying.

Batman ignored the henchman's plea as he leapt off the gargoyle toward him. He spread out his cape and it took the shape of a bat's wing. He glided over to the terrified henchman and kicked him in the head. He went down hard.

After Batman landed on the ground, he jumped into the air again and landed on the downed henchman, straddling him. Batman brought back his fist and brought it down hard on the henchman's head, causing a loud crack.

No matter how many times she heard it, it still made Rainbow wince as if she was in pain. She would never get used to hearing a bone break. It was ironic, now that she thought about it. She should be used to hearing it. She was a daredevil after all.

The radio beeped again. "What's happenin' in there? Have you lot stopped Batman yet? What about Freeze's suit? ANSWER ME!" Cobblepot yelled.

The cops on the bridge slowly got to their feet. Batman grappled up to the bridge and vaulted over the railing in front of them. Rainbow hopped down to the ground and slowly walked over to him on the bridge. She didn't say anything.

The cop in the middle approached Batman. He looked like he had been beaten up pretty badly. "I saw you clear the room! That's awesome work, man! The name's Tom, Tom Miller."

"You're part of Gordon's strike team? I've seen your file." Batman replied.

Tom looked confused. "You have?" He shook his head. "I-I mean, yes sir! Cobblepot's turned this place into a fortress. Someone ratted us out. Me and the boys got grabbed, brought here and beaten the crap out of."

"You're safe now." Batman replied. "There are just two more of you unaccounted for."

"Have you tried the Iceberg Lounge? Cobblepot liked to take us in there to beat us up some more. If we're lucky, that's where they are."

Rainbow poked her head out from behind Batman. Tom turned to her and looked startled. "Wha-? Um…" He stammered. "What are you supposed to be?"

Rainbow stepped out from behind Batman. "You know the talk going around about the ponies in here? I'm one of em. Name's Rainbow Dash." She replied.

Officer Miller looked confused. He turned to Batman. "She's here to rescue one of her friends and Mr. Freeze." He said.

"Freeze?" He asked. "Why Freeze?"

Rainbow sighed. "It's a long story, I don't really have much time to tell it." She was also too tired. The henchmen were taken care of, and the adrenaline that had been pumping through her veins had worn off. She didn't want to talk, she wanted to rescue Freeze as fast as she could.

Batman looked down to her. "You wait here. I'll be back for you after I've found Freeze."

Rainbow looked up to him. "Are you sure?" She asked.

"Yes. These officers won't let anyone else inside the room. You'll be fine." He said.

Rainbow gave a grateful nod and sat down where she was on the bridge. Batman turned and walked away.

"Okay, listen up." Officer Miller announced. "In case you didn't notice, Batman and Rainbow Dash here just saved our asses. From this point on, we own this room; no one in or out."

Another officer on the other side of the bridge spoke up. He looked angry and he had his hair pulled back into a short ponytail. "What about the little bastard that did this to us? I want payback."

"You'll get it. We grab guns, and hold up here 'till Batman finds the rest of the squad, then we get our payback on Mr. Cobblepot." Officer Miller turned to the other cop. He was thinner than the others and bald. "Michaels, grab a firearm and start a patrol."

"No problem." Officer Michaels replied.

"Sanchez, cover the main entrance. Let's make it outta here in one piece, okay?" Officer Miller said.

"I see one of those sons of bitches, and they're dead." Officer Sanchez said as he walked away.

"We do this by the book, guys! It's what Gordon would want. We're better than these people." Miller said.

They all turned and walked in their own direction. Sanchez glanced at Rainbow and scoffed as he continued toward the door. Miller crouched down next to her. "You okay?" He asked.

Rainbow nodded. "Yeah, I'm fine. Just a little shaken up."

Miller gave her an assuring smile. "Don't worry. You're gonna be fine here."

With that, he got up and picked up a discarded rifle. He began to patrol the room. Officer Michaels had gone in the opposite direction and began his patrol. Rainbow finally felt safe once again. She only hoped that her friends were safe also.

Twilight and Fluttershy slowly made their way over to the left side of the room on the ice. They had left Rarity back at the first platform with the first officer that Batman had rescued. She was in no condition to go with them. She needed to recover from her prolonged stay in the ice.

The ice supported Twilight much more than it had supported Batman, which eased her nerves just a bit. She still thought it wouldn't be a bad idea keep a careful step. She made sure to stay away from the edges. The last thing she wanted was for the ice to crack, have them fall in the freezing cold water, and then have the giant shark that was underneath the water eat them up.

Twilight slowly inched her way toward the platform that was in front of them. Fluttershy hovered close-by, ready to catch her in case she fell in.

There was a wooden raft on this side of the room as well. Twilight had seen Batman use it on the opposite side to rescue the officers from the ice. She was a few feet away from it. She neared the edge of the ice and carefully stepped onto the raft. No longer on the ice, she breathed a sigh of relief and turned her attention to the platform above her.

Fluttershy flew up to it and landed on the other side of the rail. Twilight prepared her teleportation spell and appeared next to her in a flash. It had taken them a few minutes to cross the ice up to the platform. Twilight could swear that some of the ice looked thinner. They turned around and headed up the stairs that led to the next room.

"I sure hope that Mr. Freeze is okay." Fluttershy said.

"Don't worry, Fluttershy. I'm sure he's okay." Twilight replied.

They walked up the flight of stairs until they saw three henchmen all standing together in front of the door that led beyond. Fluttershy cowered behind Twilight.

"Hey! Look what we got here guys, it's some tiny ponies!" One of them said.

"Aww isn't that cute? They're trying to rescue Freeze!"

"What are you waiting for? Come on in and rescue him! He's just behind this door!"

Something wasn't right. They were only taunting them; they weren't advancing to attack them. Twilight was suspicious.

She just stood there. Fluttershy was trying to pull her back toward the staircase. "Please Twilight! Let's get out of here and wait for Batman!"

Twilight ignored her and stepped closer to the henchmen. She looked around and saw nothing. It was a straight shot from here to the next door. She stuck her hoof out in front of her. In that instant, metal bars rose up from the floor and blocked the way to the next room.

"Uh oh! Did we forget to tell you that was gonna happen? Sorry!" The henchmen laughed.

Twilight turned around and stomped away angrily. Fluttershy followed her closely while the henchmen behind them continued to laugh.

They made it out into the large room full of ice. Twilight sat down and looked out. "Well, now what do we do?" She asked.

"Well, um, we could just wait for Batman. I'm sure he's going to be here soon." Fluttershy suggested.

Twilight let out a frustrated sigh. "Yeah I suppose."

Fluttershy didn't know what to say. Twilight was obviously stressed and the last thing she wanted to do was make her more stressed. She carefully put a hoof on her shoulder. Twilight took a deep breath.

"I'm sorry, Fluttershy. I don't mean to be so angry. I just," She paused. "I just want to go back home. I want to see everypony back in Equestria. I miss the warm sunshine, the smiling faces of our friends, Ponyville, everything."

Fluttershy got closer to Twilight. "Yeah I do too. I miss Angel, and the rest of my animal friends. I don't want to stay here for another second. Everything here is so gloomy and scary. I've never heard of a place in all of Equestria that's even a fraction as bad as this place."

"Me either." Twilight replied.

They waited in silence for another moment before Twilight poked her head up. "At least we rescued Rarity."

"Yeah, but what about Applejack and Pinkie Pie?" Fluttershy said.

"We'll get a plan together for them. Don't worry." Twilight said with a smile.

Fluttershy returned the smile. "Okay."

They gave each other a small hug and returned their gaze to the ice. Just then, Batman glided across the balcony on the opposite side of the room toward them and landed on the ice. It cracked in millions of places and he paused for a moment. He then crouched and made his way over to them.

"Hello, Batman. Can ya hear me? 'Course you can!" Cobblepot said on the intercom. "Thought you'd like a little entertainment to go along with the ice skatin'! Tell 'im your name, son."

"Yeah? Screw you." Another voice said.

"It's an undercover cop!" Twilight exclaimed.

"Oh, this piggy's still got some life in him. Good! Let's hear him squeal!"

The sound they heard next was like a loud hissing noise followed by an immense amount of screaming. Twilight and Fluttershy gasped in horror at the sound.

"What you're hearing is the sound of an undercover cop havin' his fingers frozen to sub-zero temperatures!"

The hissing and screaming continued. Fluttershy began to whimper and cry as he continued to scream in pain. Twilight covered her mouth with her hooves as she stared out in horror.

"Now, I wonder what would happen if I took this hammer…"

Their eyes widened as they heard the loud crash of what sounded like shattering glass. The screaming grew even louder. Fluttershy was rolling on the floor and sobbing uncontrollably. Twilight ran to the edge of the balcony and threw up over the side into the water. She gagged and spat as she continued to vomit over the railing.

"Make it stop! Make it stop! Make it stop! MAKE IT STOP!" Fluttershy cried as she covered her ears.

"Well whaddaya know? His whole bloody hand explodes! HA HA HA HAA!"

The screaming stopped and Cobblepot's voice faded. Fluttershy continued to cover her ears and sob uncontrollably. Twilight rested on the rail for another moment longer. She couldn't believe the real horror of what she just heard over the speaker. How could such a thing even be thinkable?

Twilight perked her head up when she noticed Batman on the raft below her. Thankfully, the vomit had landed in the water and not on the raft. Batman grappled up to them and vaulted over the rail next to her. He glanced at her and Fluttershy, who both looked at them with tear-filled eyes.

"I'm going after him once Mr. Freeze is safe." He said.

Twilight remembered what they needed to do. She quickly wiped away her tears and any excess remains she had on her lips and pulled out her book. She was going to use one of the spells she found on herself and Fluttershy whether she liked it or not. Cobblepot needed to pay.

She looked up the courage spell and read over it a few times. She then turned to Fluttershy, her horn glowing.

Fluttershy looked confused. "Twilight?" She sniffed. "What are you doing?"

Twilight didn't answer. With a bright flash, Fluttershy was hit with a beam of magic engulfed in light. The next second, the light faded.

Fluttershy blinked and looked at herself. She looked at the room around her and at the ice below. She then turned her attention to Batman. Had she really been that afraid of him? Sure he was big and he knew how to fight, but come on! He was just a guy in a black cape that had access to a bunch of gadgets. Plus, he was on her side! Why had she been so afraid of him? If the rest of the bad guys in here saw how not scary he really was, she was sure that they would have been in more trouble. She wiped away the tears around her eyes and got to her hooves. She was ready to rescue Freeze. Cobblepot was going down.

She felt good, rejuvenated, like a new pony. She turned to Twilight with a grin spread across her face. "Thank you, Twilight! I don't know what you did to me, but I'm ready to go kick some butt! Come on!"

Twilight returned the grin. "You guys go, I need to rest for a bit. I don't feel very good."

Fluttershy cocked her head. "Really? You sure?"

"Yes. You go rescue Freeze." Twilight said as she sat down.

Fluttershy looked to Batman, who looked to Twilight. "We'll be right back. You stay here." He said.

Twilight nodded and Fluttershy and Batman took off up the stairs. She felt great. Like she could take on all of Arkham City by herself. Nothing and no one would stand in her way. She liked this feeling of invincibility. She couldn't remember why she tried so desperately to get rid of it before. It was a good thing. She couldn't be pushed around anymore, no one could tell her what to do, and she had all the power. She smiled as she thought of it all.

New Fluttershy was back.

As they got to the top, they saw the three henchmen taunting them from behind the security of the hidden metal bars. Batman stopped and glared at them as they laughed.

"C'mon, Batman. We're right here."

"Do you need your mommy?"

Batman looked around. He saw a computer terminal on the wall to his left. He walked over to it and pulled out his gadget that he used to hack the others.

"Hey, what's he doing?" One henchman asked.

"He's got some kind of computer-thing." Replied another.

Fluttershy stood her ground. She made herself look as menacing as she could as she glared at the henchmen. She was tempted to give them the Stare. She closed her eyes and looked away. "No." She thought. "Not yet."

From her left, she heard the device beep. Batman put it away and turned to the henchmen once again. He walked toward them with long strides. Fluttershy mimicked his menacing demeanor.

"How'd he do that?" One henchman asked.

"I thought you said they couldn't get through!"

"Kill them!"

They charged. Batman vaulted over the nearest one and began to strike him consecutively in the back. Fluttershy flew up into the air as another henchman tried to tackle her. He missed, and landed on his face. She dropped and landed on his head. He shouted in pain, but it didn't knock him out.

He reached up and grabbed her back leg. She felt her legs fall out from under her as she was thrown through the air toward the wall. She hit the wall straight on her face and sank down. She turned her head back toward the henchman. She tasted blood and her eyes were full of fury.

She got to her hooves and turned to face him. She thought about how they had treated others with their evil deeds. How Cobblepot had frozen the officer's hand and shattered it to pieces. She thought of her anger that was boiling because of those responsible for her misery. Pinkie was now with Joker, a man she could only describe as the most evil being in existence, Cobblepot had kidnapped Rarity and had frozen her almost to the point of death, and Riddler had kidnapped Applejack and had set her death clock in motion.

Her teeth clenched as she charged the henchman. She had given in to the reality that she hated him. She was going to make him pay for his crimes against her and her friends. When she found Freeze, she would make Cobblepot pay for all he had done. Then she would find Joker and make him pay, then his girlfriend, then Riddler, then Hugo Strange.

Hugo Strange.

Just thinking of that name filled her with a lust for revenge. She would make him pay the greatest amount. She smiled at how she would make them all pay. She leapt into the air toward the henchman and buried her hooves into his face.

She delivered a great deal of blows to his face over and over again. She snarled and her nostrils flared as she continued her assault for as long as she could. She grabbed his head and banged it against the ground. She couldn't tell if he was fighting back or not. She couldn't tell if he was coherent at all.

A strong hand grabbed her left shoulder, halting her relentless assault on the thug. She swiftly turned around to face Batman staring daggers at her. She had half a mind to strike him right then and there.

"That's enough." He warned.

While she was handling this henchman, Batman had already mopped the floor with the other two. Fluttershy looked shocked at what Batman had said. She turned to the henchman. His face was covered in bruises and he was bleeding in some parts. He wasn't moving.

Her eyes narrowed as she studied the body. She got real close to his face and put her ear to his nose.

She felt a soft gust of air. He was still alive.

Fluttershy smirked. "Good." She hopped off him and began to walk to the door. "Maybe that will teach him not to mess with me next time."

Batman stopped her again. "You need to control yourself. You could have killed him if I hadn't stopped you."

Fluttershy glared at him. "I don't need to hear a lecture! Especially from you!" She snapped. "Let's just rescue Mr. Freeze so we can go teach Cobblepot a lesson!"

They stared each other down for a few moments longer before Batman released her and opened the door. Fluttershy followed him closely. Her anger was so great and she was stomping so bitterly that neither she nor Batman noticed that her bright yellow coat and pink hair had both turned a shade grayer.

-War Room-

They entered a short corridor. Much like the rest of the museum, it was dark and there were various display cases on either side of them. The hallway turned right and led upstairs.

At the top of the stairs, there were two more display cases on either side. Each filled with their own grotesque display of something from Cobblepot's twisted mind. The next room was nearly blocked by a large gate. It had been almost completely shut. However, the gate wasn't completely shut. It was being held open by a large concrete block off to the side.

Batman ran toward the gate as if he was going to attempt to break through it. At the last second, he dropped and slid underneath it with ease. Fluttershy didn't like the thought of sliding all over the dirty floor, but didn't see any other way around. She got to her stomach and pulled herself underneath it to the other side. She got to her hooves and began walking forward, but stopped immediately.

There were three display cases in this room. On her left was a case filled with a mannequin in a clown suit similar to Harley Quinn's. On her right was a case dedicated to a clown. The mannequin inside wore a dark purple suit and was sitting down with his hands to either side of a television set where his head should have been. The case directly in front of her looked very tropical and sunny. It was like looking at a tiny beach. The word "Hawaii" was written above on a decorative plaque.

It would have made Fluttershy feel completely at relaxed, except for the familiar individual leaned up against the glass.

Mr. Freeze breathed deeply as he stared to the ground in front of him. He looked like he was in intense pain and he had been trying desperately to claw himself out of the tropical case. Fluttershy stood there shocked for another moment before running to the case as fast as she could.

"Freeze!" She yelled. She got to the case and tried to look him in the eyes. His gaze did not meet hers. He seemed disoriented. She turned to Batman with tears in her eyes. "What's wrong with him?!" She yelled.

"Freeze needs to be kept in sub-zero temperatures in order to survive. That case is an oven. If we don't get him out of there soon, he'll die." He said, stepping forward.

Fluttershy turned back to the case. "How do we get him out?!" She said. Desperately, she tried a control panel in front of her. There was a large red button surrounded by many other little buttons.

She pressed the red button hopefully. A prerecorded message played.

"Surely no introduction is necessary." Cobblepot said. "A prize-winning, cryogenic scientist pushed to the edge of sanity by tryin' to help his poor, dying wife? Or an old man, captured by me and stuck on the grill? HA HA HA!"

She tried the other buttons off to the side. Nothing happened. She looked up to Freeze and started banging on the glass. Freeze looked around him. He didn't seem to know what was going on.

"This way." Batman said. He pulled out one of his gadgets and walked over to the wall to the right of the display case. Fluttershy watched him. Batman began spraying the gel onto the wall in the shape of a bat.

Just as he finished, a large arm burst through the wall from the other side and grabbed Batman by his neck. He grunted as the debris fell from around him. His attacker walked out from behind the wall. It was the same one-armed henchman that was holding up the officer in the gladiator pit.

He lifted Batman into the air and threw him across the room. Batman landed on his back, rolled over onto his feet. Fluttershy yelped and flew behind Batman. They both watched as the one-armed henchman grabbed the large sickle on his back and pointed it toward Batman.

"I shall slice you into pieces, American." He said with his thick Russian accent.

Just then, four more thugs came from behind the broken wall and began. They had just surrounded them when Batman sprung into action. Whipping out his electric orb gadget, he fired a shot into the one-armed henchman. The jolt of electricity passed through him and he spun around wildly, knocking two henchmen away into the wall.

As he spun, Batman went for the henchman to his right. Stunning him with his cape before unleashing a barrage of punches at him. He went down, but he wasn't out quite yet. The henchman to his left ran to the wall toward a propane canister. He picked it up and prepared to throw it at Batman.

"Look out!" Fluttershy shouted as it left his grasp.

Batman delivered one punch before quickly spinning around to face the thrown projectile. He threw one of his boomerangs at the tank and it exploded on impact. It knocked the henchman who threw it away and he landed on his back a few feet from his last position.

Fluttershy was thrown back as well. She landed on her back next to the exit. She looked back up to see Batman engaged with the one-armed henchman, now recovered.

"I hear you have defeated my brother." He said. "He was always weaker than me!"

Fluttershy blinked. There were two of these guys? Did his brother have one arm too?

Batman's relentless punches seemed to have no effect on the massive thug. He lifted his one arm and prepared to bring the sickle down on Batman. Right before he did, Batman dived toward the henchman directly to his right. In one motion tackled him to the ground, spun him around and broke his leg. The henchman screamed loudly before Batman brought his fist down on his head, silencing him.

Fluttershy turned to her left. The henchman who threw the propane canister was charging toward Batman. She got to her hooves and bolted after him. The henchman turned to face her a second before she collided with his head. He flew backwards and hit his head on the large red button in front of Freeze's case. Cobblepot's prerecorded message played once again.

"Why won't you die?!" The henchman said, frustrated as Batman once again dodged his sickle.

It crashed to the ground with a loud clang as Batman sprung back over to him and began to punch him as fast as he could. Another henchman had gotten hold of a metal pipe from somewhere in the room. He swung and hit Batman right upside the head. He grunted and swung to hit the henchman behind him. He went down, but the one-armed henchman swung the sickle and knocked him across the room. Batman landed on his back and rolled onto his feet.

The henchman began to strut over to where Batman was. Fluttershy ran over to him and stood to face him. The henchman smirked like he was amused and continued to walk forward. Fluttershy readied herself and shut her eyes. If she was going to do it, it had to be now.

She opened her eyes and Stared into his as hard as she could. The henchman mumbled something in Russian before stopping in his tracks. His smirk disappeared and Fluttershy began to stomp forward. She was determined that he would start to back away soon. Her Stare had never failed her before, why should it now?

Her confidence was slowly fading as she closed the gap between them. The henchman stayed put where he was as Fluttershy continued to stomp forward. She was starting to panic.

Finally, the henchman took a step. Fluttershy's Stare faded away and turned into a look of terror. The henchman had taken a step toward her. He grinned again and brought the sickle up above his head. Fluttershy tried to give him the Stare once more, but failed. She couldn't bring herself to do it again. He was too scary.

Batman lunged over her and began to punch the henchman as hard as he could once again. Fluttershy's concentration broke and she collapsed to the floor. She covered her eyes as she listened to the commotion going on. She heard Batman punch him repeatedly before she heard the sickle drop. She opened her eyes right as Batman brought his closed fists down on the back of his neck. He plummeted to the ground with a loud crash

Everything was silent afterwards. Fluttershy looked around the room. While she had attempted to Stare the large thug, Batman had taken down the remaining henchmen. She slowly got to her hooves and looked at Batman.

"Are you alright?" He asked her.

She nodded silently. She couldn't speak; she was in too much shock. For the first time in her life, her infamous Stare hadn't worked.

"Come on." He said, walking toward the large gap in the wall.

Fluttershy looked up at him again and slowly followed. Her confidence had been totally drained. She had to focus on freeing Freeze. She entered the room behind Batman. It was a complete mess, much worse than the rest of the museum. There were scorched books scattered everywhere, the wooden floor was old and decaying, there were cobwebs in every nook and cranny, and there was dust everywhere.

Batman turned left and examined the gate that led to Freeze's prison. He bent down next to the panel to the left of the gate and pulled out his little decoding-computer-gadget. He began to unlock the door while Fluttershy gazed past the gate. She saw Freeze stumbling toward them on the other side. She began to feel a great sense of relief. The device beeped and the gate opened.

Freeze stumbled toward them as it opened. He looked worse than he did when Fluttershy had last seen him. He tried to stand up straight and face Batman. As he stepped out of the room, he tripped on the metal bracket that held the gate when it was down and fell to the ground in front of them.

Fluttershy gasped and ran to him. Batman placed a hand on her and held her back. He walked forward to Freeze and grabbed him by the head. He lifted him up and looked him in the eyes.

"Joker's cure. Where is it?!" He demanded, throwing Freeze's head back.

Freeze gasped. "Forget the clown, I want Cobblepot. He has my suit, my weapons; I'll end him for what he's done to me!"

"Penguin's mine." Batman snapped. "You need to stay focused on that cure, or innocent people will die."

Freeze got off his knees and sat down where he was on the ground. "You don't understand," He sounded desperate. "I cannot complete my work without it. I must have it. Everything depends on it. Everything." He put a great deal of emotion on the last part of his sentence.

Batman paused for a moment. "Penguin is protecting himself with your ice gun. How do I get past it?"

Freeze gave a slight scoff. "Do I look like a fool? Why would I tell you that?" He said softly.

"Because if I can't get past it, I won't help you get your suit." He said. Fluttershy looked back and forth to them, worried. "Think about it, Victor. You don't look well. If you're gone, what will happen to Nora?"

Freeze snapped his head back to Batman and leaned forward, suddenly full of intensity and rage. "Leave my wife out of this, Batman!" He growled. "Don't let this situation fool you. We. Are. Not. Friends."

Even though he hadn't said it to her, it hurt Fluttershy. Living in Equestria, she wasn't used to hearing those words put together in that way. It was shocking. Batman's face intensified and he stepped forward to Freeze. Fluttershy flinched slightly at his sudden movement. He crouched next to Freeze and grasped the thing sticking out of his chest. It was a blue vile connected to a series of tubes that ran down to his waist and was wrapped all around his legs. Freeze put up the best fight he could, but to no avail. Batman twisted the vile and yanked it out.

"NO!" Freeze yelled.

Batman stepped backwards and Freeze crawled on the ground toward him. The blue tubes on Freeze's body quickly stopped glowing. Fluttershy ran toward Freeze and helped him off the ground to his knees.

"Today is not a good day to push me, Victor." Batman growled.

He held the vile out to the side and began to pour its glowing contents onto the ground. It splashed and spilled everywhere.

"STOP!" Freeze begged. Batman stopped pouring, but continued to hold it out to the side. "There's a-a security override chip I built into the suit to stop anyone using my weapons against me." He staggered.

"How did that work out for you?" Batman replied, adding insult to injury.

Freeze was getting angry again. "Why don't you go get the security override and figure out a way to stop him yourself?" He barked.

"It's been a pleasure, Victor." Batman replied. He began to walk away. Fluttershy and Freeze were worried that he forgot about the vile. "Keep thinking about that cure, I'll get you your suit back."

He tossed the vile over his shoulder and it landed on the ground. Fluttershy flew over to it and grabbed it in her mouth. She gave it to Freeze, who snatched it as fast as he could and put it back into the insertion point on his chest. The blue glow returned and he breathed a sigh of relief. Fluttershy turned to see Batman walk out of the room.

Freeze held onto the vile in his chest like his life depended on it. It probably did with how he had been so relived to get it back after the short amount of time he lost it. Fluttershy was next to him and patted his shoulder. His skin was ice cold, but she didn't care, as long as he was okay. She was about to start crying again.

"Pl-please.." He breathed.

"Yes? Freeze what is it?" Fluttershy asked.

"Please don't touch me." He breathed again.

Fluttershy looked at her hoof and took it away. As she did, she noticed that she was beginning to turn her normal brightly colored self. Had she been gray this whole time?

Then it hit her. Twilight's courage spell had done exactly what she had feared it would do. It brought back New Fluttershy. That's why she went crazy when she was beating up the henchman.

She tried to forget ever becoming New Fluttershy. She pushed it away and felt a large pang of regret. She made herself a promise that she would never, ever become that again, and she had broken that promise. Granted, it was only for a short time, but she still felt guilty.

She had turned gray when she and her friends had encountered Discord, but that was because she had become the opposite of the Element of Kindness. Iron Will had shown her how to be assertive by yelling at everypony. But this new spell from this advanced book that Twilight had cast on her caused her to become both of those things. She took her courage too far and became aggressive.

She vowed that she would never accept an offer to use one of those spells ever again. Knowing this, she assured herself that everything would be okay and she would save her friends with the Elements when it was time.

Elements of Harmony.

That phrase suddenly seemed very alien to her. She felt a great emptiness inside that she never experienced before, like a part of her was lost. She felt like she was missing a part of her soul, something that defined her for who she was. She was suddenly very nervous about getting home. It now seemed completely out of the question, impossible.

"This can't be good." She said to herself.

Twilight opened her eyes. Something was wrong.

She got up. She had been lying down on the balcony outside. She still didn't feel well from the announcement, but she felt a lot better. However, she suddenly felt wrong. Something was amiss.

She looked around. Nothing had changed around her but she still didn't feel right. Her mind flashed to the Elements. They suddenly seemed out of reach. She was curious as to why she thought of this all of the sudden. She wasn't thinking about them before. She was actually working on what Riddler wanted with her and how to save Applejack. The Elements came out of nowhere.

She felt slightly empty inside. She didn't know what was going on, but she didn't like it. She got up and looked over the edge. The ice had begun to thaw. There was a significantly less amount then there had been before. It was just water now.

"Feeling better?" Came a voice from behind her.

She yelped and turned around. She sighed when she saw Batman standing at the bottom of the stairs.

"Yes, much better." She said. "The ice is starting to thaw, though. Look." She pointed to the water.

Batman looked past her and at the raft. There were two in the room altogether: one on the other side of the room where he had left to walk across the ice, and one right below them.

"We need to get back to the other room. Freeze's suit is there. I need to borrow something." He said.

"So you found him?" Twilight asked.

"Yes. Fluttershy stayed behind with him." He replied. "Hop on the raft."

Twilight nodded and walked over to the edge. It was a ways away from her and she didn't want to risk hurting herself on the fall. She breathed and teleported down to it. Batman simply leapt off the edge and floated down using his cape. Once he landed next to Twilight, he pulled out his gun with the claw and fired at the anchor point in the center of the room.

He pulled them across the way until they were a few feet away from it. Batman fired another shot to an anchor point off to the right and pulled them off to the side. Once he cleared the way, he fired one more shot toward another anchor point on the other side of the room. He pulled them along the water toward the door he had previously been in with Rainbow. Once they were close enough, Twilight teleported up to the balcony and Batman grappled up.

They ran down the hallway and made it to the end.

Rainbow Dash paced nervously on the bridge. She had felt a sudden emptiness and loss inside of her a few minutes ago. She was starting to worry. What if they didn't get to the Elements in time? What if they didn't get back home? What if they died trying?

Her thoughts were interrupted when she heard the door open. She looked and saw Batman walking with an officer. Twilight walked next to them. Rainbow took off into the air and glided over to them. She landed in front of Twilight and they smiled at each other and hugged.

"Where's Fluttershy?" She asked.

"She stayed behind with Mr. Freeze. Don't worry, she's safe." Twilight replied. She looked over to Batman and gave him a look. "She IS safe, right?" She asked him.

Batman returned the look. "She'll be fine."

They walked through the massive room as they made their way toward Mr. Freeze's suit. Twilight looked around in awe. There was so much knowledge here she could learn. Had the circumstances been different, she would have liked to stay and read about some of this stuff. It all looked fascinating. Rainbow smirked and rolled her eyes. She knew exactly what Twilight was thinking.

They got to the display case. The suit was behind bulletproof glass and stood taller than Batman in height. It had a series of tubes and mechanics running all along its exterior. The glass casing that would surround the head looked like an upside-down fishbowl.

"So that's the famous Freeze suit." Officer Miller said.

"Unfortunately." Batman replied.

He stepped forward and looked at the glass. He brought himself back and pounded his elbow into it, smashing it to pieces.

"Woah! What are you doing?!" Rainbow demanded.

Ignoring her, Batman reached behind the suit and pulled out a glowing blue vile, similar to the one that Freeze had on his chest. This vile glowed brighter with a darker shade of blue.

He gave it to Officer Miller. "When I leave here, wait ten minutes. Then get this over to Freeze. He won't be dangerous."

Officer Miller took it and set it in his pocket. "No problem, Batman!"

He turned and walked away. Batman turned back to the suit. He looked all along the exterior like he was looking for something.

"So, what are we looking for exactly?" Twilight asked him.

"Something to help us get past Penguin." Batman replied.

He reached to the left wrist gauntlet on the suit and pulled out something. It was a small piece of metal. He reached into his own belt and produced a small, handheld device. It didn't look like his other gadgets. He slid the piece of metal inside a small slot on top of the gadget and briefly examined it. Then he put it away and turned around.

The gadget had a button on the top of it. Twilight immediately thought it was some sort of detonator. What did he have planned?

He walked toward the doorway. Twilight and Rainbow followed him on either side. "So is this the part where we go show Penguin a thing or two?" Rainbow said with a toothy smile.

"Rainbow, please." Twilight insisted. "There is still a lot of danger and we need to be careful."

"She's right. Penguin has a lot of resources and is very dangerous." Batman said. "We should be fine as long as you listen to me."

Rainbow looked at the two of them and exhaled. "Fine." She said.

They opened the door and went out into the hallway. They followed it all the way down until they made it outside. Rainbow looked out into the water. Twilight and Batman made their way to the nearest raft while Rainbow flew around above them.

Batman pulled out his claw-gadget and aimed at an anchor point under the Iceberg Lounge. He fired and it connected. He began pulling himself and Twilight across the water at a quick, but steady pace. They said nothing to one another as they moved. They were all thinking about what to expect next. This was it, their final stand against Penguin.

As they got into the open, Rainbow saw something under the water in front of them. She squinted her eyes to get a better look. It was dark and big. It wasn't moving; it was sitting there completely still. As Twilight and Batman passed over it, it flinched. Rainbow's eyes widened.

"Guys! Look ou-!" She exclaimed.

She was cut off by the sound of the massive Great White breaking through the water right in front of the raft. Batman jumped backwards. Twilight fell off the raft and into the water. Rainbow gasped and lunged down to get her. Twilight's head broke through the water and looked around in a panic. She didn't know if there was more than one shark in the water and she didn't want to find out.

Thankfully, Rainbow swooped down and picked her up. She lifted Twilight into the air and watched as Batman punched the shark several times on its snout as it tried to bite through the wooden raft. After five hard punches, the shark released the raft and retreated back into the water.

Rainbow flew over to the balcony and set Twilight down. She was hyperventilating. "Twilight! Calm down!" Rainbow said. "Just breathe, you'll be okay!"

Twilight collapsed to her side and the book fell out of her saddlebag. Rainbow grabbed it and flipped through the pages as fast as she could. It was almost too good to be true. She stopped on a page that taught a spell to cause complete warmth and comfort.

"Cast this spell on yourself while you still can!" Rainbow said.

She held it up in front of Twilight and she read it. She was still hyperventilating and was beginning to go into shock. If she didn't do it now, hypothermia would start to kick in. She focused as hard as she could and her horn began to glow. In a flash of light, she was dry.

Twilight was still breathing hard, but she wasn't hyperventilating. She was calming down very quickly. She inhaled deeply and gave a sigh of relief. Rainbow did as well.

"Thank you, Rainbow Dash." Twilight said with a smile.

"No problem, Twi." Rainbow replied.

Batman vaulted over the balcony and walked over to them. "Are you alright?" He asked.

"Yeah, she's fine." Rainbow said as she helped Twilight to her hooves.

"Okay, good. Let's go." Batman said.

They all took off inside the Iceberg Lounge. They ran down the stairs, passing two more display cases on either side of them. They continued until they got to the door. Batman set his hand on the door and looked at the two ponies once more.

"Are you ready?" He asked.

"Ready!" Twilight and Rainbow said in unison.

"Okay." Batman said as he turned the doorknob. "Follow my lead."

-ICEBERG LOUNGE-

They walked through the door and entered the Iceberg Lounge. They walked onto a balcony that circled the entire room. There was an opening directly in front of them that was lined with fancy red drapes on either side. Beyond the railing was Penguin standing on a large iceberg. He had Freeze's gun pointed directly at them.

"Well, well, well. Look who it is!" Penguin said.

Batman, Twilight and Rainbow stopped walking and glared at Penguin. He had the remaining hostages on either side of him. One was crouching down while the other lay motionless on the ground.

They braced themselves, ready for anything. Suddenly, the gun whirred and Penguin fired. Batman and Rainbow dove off to the right while Twilight dove to the left. A line of shots from Freeze's gun struck the ground where they once were.

"Hold still! Ha ha ha ha!" Penguin laughed.

Rainbow and Batman ran down the hallway as it circled to the right. Another line of shots rained down from the opening directly in front of them. Rainbow barely made it over while Batman slid under. They continued to run.

Twilight did the same on the other side. The next opening she passed also had a line of shots coming down. She skidded to a stop until they stopped firing at her. Once Penguin moved to try and hit Rainbow and Batman again, she began running again.

"Watch the birdie, pretty pony! Ha ha ha ha ha!"

Twilight was almost hit with another line of shots and stopped. She tripped and fell down before backing up behind the safety of the wall between her and Penguin. He finally stopped and Twilight peeked around the corner.

Rainbow and Batman had made it to the bridge connecting the outer balcony to the platform in the center. Batman pulled out his detonator-looking device and came into view.

Penguin pointed the gun toward the ceiling. "Tell you what, Batman? I'll give you this one for free!"

Batman held the disruptor behind his back and walked toward him. Rainbow followed behind him closely. This had to be a trap. Twilight took advantage of this momentary cease-fire and ran around to the bridge. It was just two openings away from her position. She got to the bridge and slowed to a walk. Her horn was glowing brightly. She was also ready for anything.

They took a few more steps forward before Batman pressed and held down the button on the detonator. It made a loud mechanical whirring and beeping. The gun began to expel blue smoke from its sides.

As they approached, Penguin brought the gun down and pointed it to them again. Rainbow and Twilight halted and braced themselves for anything.

"What?!" Penguin demanded.

He began to hit the gun's side and pull the trigger repeatedly. Batman continued to close the gap between them. Rainbow and Twilight looked at each other and grinned. They also began to walk toward Penguin again.

"Come on! Fire, damn you!" Penguin shouted.

Batman was a foot away when Twilight and Rainbow jumped to either side of him. He brought his fist into the air and gave Penguin a nice uppercut. Twilight and Rainbow also jumped into the air and kicked him on either side. He shouted and fell to the bottom of the iceberg platform. He crashed onto an old wooden table, breaking it on impact.

Twilight untied the hostage. He ran back to the platform on the bridge. She levitated the, deceased hostage and ran back to the platform as well, trying to push the image of his frozen, handless arm out of her mind.

"You're finished, Cobblepot." Batman growled from the top of the iceberg.

Penguin sat up. "No, I'm sorry! Please, don't hurt me!" He begged.

Rainbow stood next to Batman, giving Penguin the same angry glare Batman gave. "We can't guarantee that." She growled.

Penguin gave a slight chuckle and pulled out a similar detonator from his pocket. "Me neither!" He said, pressing the button.

Immediately, the iceberg they stood on exploded into a million pieces and collapsed beneath them. Rainbow and Batman lost their balance and fell down to the ground. Rainbow's instinct told her to fly away, but there was a great deal of debris and ice that fell with them. She thought it best to not chance flying into the ice.

"RAINBOW!" Twilight yelled from the balcony.

The explosion destroyed most of the bridge. She covered her face with her hoof and peered out. The iceberg was now falling down to the ground. She ran to the edge and looked down.

Rainbow grunted loudly as she hit the ground. She immediately felt a sharp, stinging pain in her left wing. She cried out in agony as the rest of the debris fell around her. Batman was lying beside her on his back. They were both lying in a dark room underneath the Iceberg Lounge.

"I tried to help you, Batman." Penguin announced from above. "I gave you the opportunity to walk away, but oh no. You had to be the big man! Well guess what? From up here, you look pretty small."

Batman got to his feet and looked around. Rainbow stood up, careful not to hurt her wing anymore. She wouldn't be flying out of this. They looked around at the room they were in. It was filled with old mechanics and gears. Above them was a series of generators and tesla coils that looked like they powered something.

Penguin pressed the button on his detonator and a hatch opened up from the ground. It shot an arc of lightning to one of the electrical diodes on the ceiling. The diode caused the entire room to glow a shade of blue.

"Oh don't look so sad!" Penguin said. "I've got a little surprise for you!"

Behind them, chained to the wall was some sort of monster. It was bigger than the TITAN henchman they had fought. It had a very tattered pair of brown pants and a ripped vest. It looked like it had been taken apart and put back together in different parts of his body. Its arms and legs were covered with stitches. It wasn't moving at all. It just slouched there on its knees, held up by the chains on its wrists.

Penguin pressed the button again and the electricity arc went into the dead creature. Its veins began to glow bright blue and it grunted slightly.

"Uh oh." Rainbow said.

Penguin pressed the button again. The same electricity entered through the creature's chest, causing it to flinch and grunt again. Penguin pressed the button a third time. The creature shook its head and grunted as if it was in pain because of the electric current. The fourth time, its grunts became deeper and it flinched less. On the fifth time, it didn't grunt or flinch at all. Its eyes opened and glowed a bright yellow. Its veins continued to glow after Penguin had released the button. He pressed it once more and the creature growled angrily. It slowly got to its feet and glared at Batman and Rainbow Dash.

"…Solo..mon….Grundy…" It growled.

Rainbow backed up slowly, fear beginning to take control of her. Penguin had just brought this monster back from the dead!

"…Born on a Monday…"

It brought its right arm above his head and took one step forward. It brought its arm forward, pulling the iron ball connected to the chains behind it.

"…Christened on a Tuesday…"

It took another massive step forward, staring daggers into their souls.

"…MARRIED ON WEDNESDAY!" It roared.

It brought its fist forward and aimed it directly at Batman. The iron ball on the wall behind it stopped its fist nearly a foot from Batman's face. He didn't even flinch. Rainbow had backed up nearly two yards away from him. How did Batman not even flinch?

"I found him down there when I bought this place." Penguin announced with a chuckle. "Comes in handy."

Grundy looked at the iron balls chained to the wall behind him. He backed up and wrapped the chains around his wrists. He held his arms behind his head and leaned back. With a loud grunt, he brought them forward and broke the supports keeping the chains on the walls. They crashed around Batman with a loud bang. They caused sparks and debris to fly all around him. He covered his face and backed up a few steps.

Twilight noticed that Rainbow didn't look quite right. She had injured herself really badly and looked terrified. She was starting to shake violently. Twilight whipped out her book and looked for a spell that could help. She needed to get down there and help or else Rainbow would die.

She found one. It was perfect. She quickly memorized it and concentrated on Rainbow. With a flash from her horn, she appeared right where Rainbow had been on the ground. She looked up and saw Rainbow on the bridge. She looked shocked.

"Rainbow! Stay there!" Twilight ordered.

Rainbow nodded. No way was she going to argue now.

Grundy stood to his full height, carrying the balls and chains in his hands like giant pendulums. He roared loudly, causing Twilight to cover her ears. The machines around them began to whirr to life and the three openings in the ground shot out more arcs of electricity toward the diodes on the ceiling. They bounced the arcs into Grundy. He stretched his arms out and took every bit of it. The electricity was healing him!

Twilight thought quickly. Looking at the openings, she figured out that they needed to take them out first. Batman ran to the nearest hole and quickly sprayed some of the explosive gel on it. He must have figured it out as well. He pressed the button and the hole exploded.

The brightness in the room dimmed slightly before returning to its previous state. Grundy grasped his chest as if he was in pain. Twilight ran to the opening on her right and prepared to fire a bolt of magic inside. Grundy roared again and prepared to throw one of the iron balls at her.

Twilights gasped and jumped out of the way. The ball struck the ground behind her before Grundy pulled it back like it was on a bungee cord. Batman made his way to the other opening and got his gel ready. Grundy saw this and prepared to do the same.

Now was her chance. Twilight ran to the hole and looked inside. She grunted and fired a blast directly inside. The resulting explosion made her fly back a few feet.

"Oi! Those are antiques! Leave 'em alone!" Cobblepot yelled from above.

Twilight got to her hooves and looked at Batman. He sprayed and detonated the final hole. Grundy fell to his knees and the room went completely dark. She ran over to Batman as he made his way to Grundy. He began to punch Grundy in the face several times. After a few swings, Grundy leaned back, grabbing his face in pain.

"You're asking for it now! Let's see how much that ugly son-of-a-bitch can take!" Penguin yelled.

He pressed the button a few more times. The generators failed to start the first time. He pressed it a few more times before the generators sputtered and whirred to life once again.

The electric arc went to the ceiling and into Grundy again. The electric bolts seemed like they were more powerful than last time. Once Grundy got to his feet, his vest exploded and he was on fire. The iron balls he held on chains also burned brightly. Grundy's chest had been literally ripped open revealing his ribcage. It, like the rest of his exterior, glowed a bright blue.

He stood up and prepared to strike again. Twilight was already on the move toward one of the openings in the floor. She prepared to strike as she approached one. She lowered her horn and fired inside. It exploded brightly and knocked her back again.

Grundy roared loudly and brought both his arms into the air. He began to twirl in a circle with his arms outstretched. The chains extended out and the iron balls at the end swung above Twilight. She timed her teleportation spell with the next swing perfectly. Once he swung them at her, she appeared over by Batman. When Grundy swung at them once more, they both jumped out of the way. Grundy brought the balls back and stopped twirling. Batman had set a bit of explosive gel over the nearest hole and detonated it. It exploded and Grundy roared again.

"Enough with the magic and the bloody explosives! I mean it!" Penguin yelled.

Twilight teleported behind Grundy and fired another blast of magic into the hole. It exploded and Grundy went down. The room once again went completely dark. She went around to Grundy's face and began to blast him with all the magic she could. Batman ran past her and kicked him in the face. Grundy backed away and grabbed his chest. He fell to the ground and stopped moving.

"What? No! You can't kill him! YOU CANT!" Penguin yelled.

Twilight breathed heavily and cautiously walked toward Grundy with Batman. Grundy looked dead. He wasn't moving at all. She still wasn't going to relax just yet, though. He could be brought back. Batman climbed on top of him and stared into his open chest. He paused for a moment before preparing to break his ribcage.

Suddenly, Grundy grabbed Batman with one massive hand and knocked Twilight away with the other. She flew back and tumbled across the ground. Grundy crawled toward the main power supply at the other end of the room.

"Well whaddaya know?! You really can't kill that bastard!" Penguin laughed.

Grundy approached the main power hub and grabbed one of the iron balls in his hand. He thrust his fist directly into the generator and it immediately began to power Grundy once again. He was holding Batman and was simply watching him. Batman was trying desperately to pry himself free of Grundy's grip. He was being electrocuted to death.

He got free enough that he gave Grundy a swift kick in the face and fell to the ground. He jumped away and faced Grundy, now stuck in the generator. The openings in the floor shot a constant beam of electricity at him.

Twilight got up. She had to last just a little longer. She looked around at everything happening. The openings in the ground continued to shoot beams of lightning at the coils in the ceiling. Twilight took a deep breath and focused on them.

"Batman, look out!" She screamed.

Batman turned to face her and saw where she was looking. He leapt out of the way and Twilight fired. The conduit exploded and fell to the ground in a mess of glowing shrapnel. Grundy grasped his power source and tried to keep it working. It exploded and his other arm shot to his right. His fist was now caught in the gears. He tried to pull it free, but to no avail.

He tried once again to break free, but fell on his knees. Batman ran to him and began to punch his chest mercilessly. He punched and struck Grundy countless times before he climbed on his chest and ripped his ribcage right out of him. His heart was now completely visible. Batman ran up to Grundy and smashed his heard. Grundy gave a weak grunt before going limp for the last time.

"Oi!" Penguin yelled from across the room. "Just you and me left! The Bat vs. the Bird!"

He had acquired a rocket launcher and was pointing it directly at Batman. He fired and the projectile flew toward Batman. He dodged it and ran toward Penguin. He fired again and again but Batman dodged it every single time. Once he was in reaching distance, Batman punched the heartless villain repeatedly before grabbing him by the shirt and pounding him into the ground. Penguin screamed in pain as he landed on his head.

Twilight breathed heavily and wobbled. She fell on her side and her vision blurred. She couldn't stay awake anymore. She saw a blurry Batman walking over to her while grabbing Penguin in one hand, and then she slipped from consciousness.

"Twi! Come on! You gotta get up!"

"She'll be fine."

Twilight heard Rainbow and Batman talking. Their voices sounded distant. She also heard Fluttershy, Cobblepot, and Rarity.

"Oh! Are you sure?!"

"'Course he's not sure! She's probably long gone!"

"Quiet, you!"

Twilight opened her eyes to see Rainbow Dash, Fluttershy and Rarity looking up at her with tears in her eyes. She was rocking back and forth on Batman's shoulder as he walked. Cobblepot was being dragged in Batman's other hand on the floor.

"You-YOU'RE OKAY!" Rainbow screamed. She grabbed Batman's arm, knocking him off-balance and dropping Twilight in front of her. They all hugged her as tight as they could.

"We were so worried about you!" Rainbow said. "I watched the whole fight! I didn't know if you were gonna be okay!"

Twilight was still half asleep, but she was awake enough to feel happy again. "Thank you so much, girls!" She turned to Fluttershy and Rarity. "What are you two doing here? I thought you would be with Mr. Freeze."

They all released her and helped her walk with them.

"I heard a bunch of noise coming from the Iceberg Lounge so I told Mr. Freeze that I would be right back after I made sure everything was okay." Fluttershy said.

"I waited on the balcony the whole time." Rarity said. "Once I saw Batman coming out of the Iceberg Lounge with Cobblepot in one hand and you in the other, I assumed the worst!"

Twilight still wasn't completely sure of what was going on. Rainbow walked beside her, giving her balance and explaining to her how they had made it out, and were now making their way back to the entrance to the museum. Freeze was there waiting for them. She felt much better when they approached a door and Batman opened it.

They had entered the lobby. They saw Mr. Freeze in his massive suit with his back turned to them. He was talking to the ninja in the display case they had seen meditating when they first entered the museum. Fluttershy suddenly felt very nervous. She knew it was the same Freeze, but his suit made him look awfully scary.

Freeze slowly turned around. "Where is Cobblepot?" He slowly asked. Each movement he made caused his suit to whirr.

The four ponies walked in front of Batman as he dragged Cobblepot up the stairs. He threw him at Freeze's feet. Cobblepot landed on his back and looked up at him with a sneer.

"Well, look who it is! Mr. Fr-" He was cut off by Freeze planting one foot on Cobblepot's broken hand.

He screamed and shrieked loudly as Freeze simply applied more pressure onto his injured hand. His bones cracked underneath Freeze's foot. Fluttershy watched in horror as Cobblepot's suffering cries intensified. She didn't like him at all but she still didn't want to see him suffer. She turned away and covered her ears. He wiggled and tried desperately to get out from under Freeze's boot, but it was in vain.

"Stop!" Fluttershy whispered. "Please, stop!"

Freeze didn't move a muscle. He stared down at Cobblepot as he continued to suffer. Twilight and Rarity comforted Fluttershy as much as they could, but Rainbow continued to watch. She looked pretty angry as well.

"Enough!" Batman barked.

Again, Freeze ignored them. He was going to savor this moment. It's what he had been waiting for this whole time.

Batman stepped forward. "Freeze! Enough!" He ordered.

"Of course." Freeze replied.

"Oh thank Celestia!" Twilight thought to herself.

Taking his foot off Cobblepot's hand, Freeze bent over and picked him up by the neck. He turned around and pressed him up against the case behind him, cracking the glass.

Freeze brought his face closer to Cobblepot's. "You will regret what you did, Mr. Cobblepot." Freeze growled slowly.

Freeze dragged him across the ground and over to a display case off to the left. Rainbow followed him close behind, staring hate straight into Cobblepot's eyes. Freeze pressed a button and the glass disappeared into the ground. He threw Cobblepot inside and shut the glass once again.

Batman walked over to him. "The cure, Freeze."

Freeze hesitated before finally turning around. "There isn't one." He replied.

"What?" Batman demanded.

Twilight stepped forward next to Rainbow. She was curious about this cure and this sickness that afflicted Joker.

"Perhaps I should elaborate." Freeze said. He pressed a button on his gauntlet and a holographic projection of scientific elements appeared it. "Creating an antidote to the disease that afflicts the clown was easy. Unfortunately, the cure degrades too quickly. It needs a restorative element; some kind of reforming enzyme. Without it, it breaks down before it can help its host."

Batman looked at the holographic projection. "I've seen this before."

Freeze continued. "Finding a suitable enzyme is not the only problem. It needs to be adapted; bonded to human DNA. That will take decades." He shut off the projections. "Time, it appears, you do not have." He said somberly, turning away.

"What if I told you I know a man who's been exposed to that enzyme for centuries?" Batman asked.

Freeze turned back to him. "What man?"

"His name is Ra's Al Ghul." Batman replied.

Rarity and Fluttershy noticed that the ninja behind the cracked display case glass suddenly got up and was now listening to their conversation.

"Bring him to me. All I need is a sample of his blood. It is your only hope." Freeze said.

The ninja began banging on the glass, trying to break it.

"Ra's Al Ghul is dead." Batman said.

"Then you and the clown are doomed." Freeze simply stated.

Twilight and Rainbow looked at Batman. He was sick with this illness too?

"Not exactly. I need someone to tell me where the body is. Then I can go wake him up." Batman said

Twilight looked at him curiously. "What's that supposed to mea-"

The shattering of glass behind her cut her off. Fluttershy shrieked and everypony jumped back, startled. The ninja rolled on the floor and landed on her feet. She was grabbing her arm as blood began to drip from a new flesh wound.

"Blasphemer!" She hissed at Batman. "You are not worthy to speak to the great Ra's Al Ghul!"

She ran and jumped up the entire flight of stairs to her right. She climbed over the railing and disappeared outside. Batman walked to the small pool of blood on the ground where she cut herself.

"You are a fool, Batman. You've let your only hope escape." Freeze accused.

Rainbow looked like she wanted to chase the ninja. It wouldn't work. Her wing had been injured pretty badly, so flying was out of the question. Twilight watched Batman bend down and dip his fingers into the pool of blood and examine the small amount on his fingers.

"No Victor." He said, standing back up. "If Ra's Al Ghul is in Arkham City, I now have a trail right to him."


	9. Maniacal

Consciousness slowly returned to Pinkie Pie. She wasn't fully aware of what was happening around her. Her mind wouldn't officially wake up. She couldn't tell what was real. It felt like a very vivid dream that she couldn't wake up from. At least it did until she felt a throbbing pain in her head. Like her brain had bounced around the inside of her head and was now sore.

Her eyes were shut, but her ears weren't. Every little sound bounced off every surface around her. The air was surprisingly very hot, unlike the rest of Arkham City. She heard steam hissing, metal clanging, and machinery whirring.

She slowly opened her eyes, her deflated mane covering up one. She noticed that two clown thugs were dragging her. They talked and walked while they dragged her along the ground. The area she found herself in was filled with mountainous industrial equipment. In the effort to regain her bearings, she focuses on the balconies above. The multicolored lights shone in the windows, and were similar to the ones she had noticed at the entrance to the Steel Mill. She did not need to be as smart as Twilight to figure out she was inside.

If her mane could have gone any straighter, it would have right then. She hung her head low again and began to cry softly. She had been optimistic; she hoped that she could find a way around it at the last minute, but in the end, she had broken her pinkie-promise she made to Fluttershy. She felt like such a hypocrite.

"Will you stop staring at it?"

"I can't help it! It's freaky! What the hell is somethin' like that doin' in a place like this?"

"How the hell should I know? Look, we'll take it to J, he'll do his thing, then we can get rid of it."

"Unless he wants to keep it."

"What? Why would he do that?!"

"Its Joker!"

"Huh. Good point."

They still thought she was out. She thought it best to keep it that way. She had no idea what would become of her. Fluttershy had told her about Joker. She said he was a cruel, heartless, evil person who did awful things just because he could do them. Fluttershy was clearly upset about him. She had stopped the jokes about him and promised her that she wouldn't go near him.

However, this was Fluttershy. If anypony had a reputation for blowing minor things out of proportion it was her. With a name like Joker, how bad could he be? He makes jokes; he likes to get a laugh. Maybe all the bad stuff that Fluttershy had said he did was just her way of saying he plays lots of pranks. Fluttershy was always so sensitive when it came to pranks so that's why Pinkie had always left her alone. Maybe Joker plays pranks on everyone, regardless if they're sensitive or not. That had to be it. She didn't really believe that Joker was as bad as she said.

She carefully looked around at the lights on the balcony above. They were like the ones all over Canterlot around Hearth's Warming Eve. They were strewn about with bright greens, reds, yellows and oranges. Behind them had a picture of a man with a white face, green hair, and red lips curving into a wide smile. He looked like he was laughing at something really funny. Sure, he looked kind of creepy, but she just figured that it was because of the old paint on the walls. Maybe that picture had been up for a long time.

"Look, its awake."

Pinkie turned and faced the two clowns. They both stared at her with astonished curiosity as they continued into the hallway leading to the next room. The one on the left had clown paint on his face while the right one had a mask on. It had bright orange hair sticking out on either side that made Pinkie feel strangely amused and frightened at the same time.

They both stared at her for a few moments. "Uh, okay. Good." The left clown replied.

Pinkie stared at them both before yawning. "That wasn't the best nap I've had. I'm still tired!" The two clowns looked back at each other and continued walking. "So where are we going?" She asked.

They said nothing for a moment before the masked one cleared his throat. "We're, uh, we're gonna go see the boss. He wants to see ya."

"Ooh! That's Joker, right? I've heard about him! He sounds like a really funny guy! Well, everyone says that he isn't really nice, but I don't get it! He likes to make jokes and laugh! Laughing is great! I love laughing! In fact, I represent the Element of Laughter! There are six altogether: honesty, loyalty, kindness, generosity, magic, and laughter. That's me! All my other friends represent the rest of them! There is Twilight Sparkle, Rarity, Rainbow Dash, Flutt-"

"Okay can you please stop talking?! Please! Its freaking me out here!" The left clown interrupted. He sounded desperate.

"Oops! Sorry!" Pinkie whispered.

"Thank you!" The right clown replied.

They walked around a corner and stopped in front of an industrial elevator door. The masked clown pressed a button on the wall and the doors opened. They all stepped inside.

"Um, Mr. scary-clown-guys?" Pinkie asked quietly. "I know you said not to talk, and I'm sorry, but I have a question. Just one teeny, tiny question! Then I won't talk anymore until you say its okay!"

The clown with face paint rolled his eyes. "What?"

"Do you think you can let me walk? I promise I wont run away! I want to talk to Joker, I really do! I'd just feel more comfortable if I could walk instead of having you carry me like this." She asked.

The clowns looked at each other, suddenly suspicious. They raised their rifles they were carrying and slowly lowered Pinkie to the ground. She set her hooves on the ground and started stretching them around. She twisted herself into odd positions and tied herself up in a few knots before she swiftly sat on her haunches and looked at them both with a smile.

The clowns were officially weirded out now. They looked back at the door while the elevator ascended to the room above. Pinkie just sat there like a puppy dog with her smile and watched the walls move as the elevator continued to rise. Her hair had gotten poofier, but it still wasn't as poofy as it normally was. She was still sad about breaking her promise she made with Fluttershy. However, she knew it would be okay in the end. She still couldn't believe that someone with a name like Joker was evil. She sat there and eagerly waited for them to arrive at their destination.

The elevator opened into a large room filled with paper and garbage all across the floor. There were doors and passages across the wall on the opposite side of them. Above, there was a large twisting of train tracks and metal that led from one opening to another on the other side of the room. To the left was a large stage that had a big fence preventing access. On the stage was a large mirror. To the right was a single door.

They all walked toward the door to the right. Pinkie followed close behind. Once they got a few feet away, the clowns turned back to her. "Joker says he wants to see you alone." The masked clown said.

"Yeah, we're gonna wait here. He said to send you on through and turn left when you get in." The other clown added.

Pinkie stood there for a few moments, looking at the door then back to the clowns. Then she hopped in the air with a smile. "Okie dokie lokie!" She said.

The clowns jumped back, startled as she bounced toward the door. It opened up into a hallway. The floor had green lights in the shape of arrows pointing to her. The walls on either side had "HA HA HA HA HA" written in green. As she walked forward she heard a voice.

"Ring riiiing! I was just remembering when it first occurred to me, it was about six months after you left me on that rooftop back at the asylum." The voice said. It sounded sick. Not weak, but there was a hint of anger in it as it spoke. "As the bones knitted back together, I had plenty of time to think. So how do you keep a secret from the World's Greatest Detective? Well do you know? It's easy! You stick it right in front of him, right under his long pointy nose, and wait! HA HA!"

Pinkie cautiously stepped around the corner and looked left. She saw a skinny man sitting in a chair in front of a large window. The window looked out to all of Arkham City. He was holding a telephone in his left hand and had his feet propped up on the windowsill. He placed the phone down on a nearby desk and returned his gaze to the window. He sat there silent and still. Pinkie just stood there, waiting for him to do something.

He was wheezing softly with every breath. He sounded really sick. She had overheard people outside talking about Joker being really sick. She wondered what was wrong.

"So, you're one of those pony things that Harley told me about." He said gravely.

Pinkie looked around to make sure he was talking to her. "Uh, yep! I'm Pinkie Pie!" She replied happily.

He stood up, but continued to look out the window. "Pinkie Pie? Sounds silly."

Pinkie giggled. "Oh, I'm very silly! I love to play pranks and laugh and joke and have all kinds of fun!"

Joker paused for a long moment. Pinkie's smile started to slowly go away as the silence made it awkward. Suddenly, Joker pulled something out of his pocket and turned to her. He threw the chair off to the side and quickly walked toward her. She jumped at the sudden movement and noise. Joker was in the dark so she couldn't see his face. As he swiftly got closer to her, the light from the hallway illuminated what he was carrying. It was a gun.

Pinkie gasped. Even though he was in the dark, she saw the white of his teeth curl into a wide smile. She was shocked. He was going to kill her right there and there was nothing she could do. Her hair totally deflated and she took a few steps back as Jokers finger wrapped around the trigger. This was it. Pinkie shut her eyes as tight as she could and cowered to the ground. She covered her face with her arms and whimpered as she heard the subtle click of the gun.

*BANG*

Pinkie yelped. She waited for the pain, but it never came. She cautiously opened her eyes and slowly looked back at Joker. The air around the gun was smokey and he was still pointing the gun at her. The gun, however, had a yellow flag protruding from the barrel. The word 'BANG!' was written on the flag.

"I like to play pranks too!" Joker said as he twirled the flag above him. He then threw back his head and laughed as hard as he could.

Pinkie was scared stiff. It was a prank? It seemed so real. Finally, she nervously exhaled and began to laugh with him. "Whoo! You really got me there with that one! I was so sure you were gonna shoot me! That's a good one!" She laughed nervously, her hair still totally flat.

Joker laughed for another few seconds before he began hacking and coughing. He bent over and covered his mouth, but continued to laugh as best he could. "You know, I'm so glad someone else here appreciates a sense of humor!" He wheezed. "It makes me feel so warm and fuzzy inside!"

Pinkie giggled nervously. "Yeah, me too! This place has been really scary and everyone in here has been rude! Me and my friends have been really scared the whole time!"

"Your friends? You mean there's more of you?" Joker asked.

"Oh yeah! Five of my bestest friends are in here with me! That meanie-pants Mr. Strange put us all in here! He says he wants to use us for something called Protocol 10." Pinkie said.

Joker blinked. "There it is again! Protocol 10! Bats said something about that when he was here." Joker threw his hands up in frustration and began to pace back and forth across the room. "Accusing me of working with Strange on that. I've never even heard of it! Bah! What does he care? Batman has never seen things from anyone else's perspective but his own! He shows up, looking like the hero! All goody-two-shoes, Boy Scout with a utility belt, freak in a mask! Well I'll show 'em. I'll show 'em all!" He vented angrily.

Pinkie looked confused. "Um, a-are you okay? You seem a little upset about something. Did Batman do something bad to you?"

Joker shot her a look. "Bad? Bad?! It's worse than bad! It's downright despicable! It's his fault I'm like this, you know."

Pinkie cocked her head. "Like what?"

Joker paused before taking a step into the light. Pinkie gasped. She hadn't gotten a clear look at his face yet. She remembered the picture in the previous room of the white-faced man with green hair and a wide smile. It was Joker. Except, the real Joker looked awful. The skin on his face was peeling in multiple places and some spots on his head were bald. His bright red lips were now faded and extremely cracked. His green eyes were really, really bloodshot. He looked absolutely terrible.

"Oh my gosh! How did this happen to you? When did this happen?" Pinkie asked.

Joker sniffed and wiped his nose with a finger. "Well, I suppose you could say that I wanted to throw a great big party a year ago and Batman was the party pooper! One minute, you're passing out the goodies, playing games, creating biologically enhanced monsters, and the next, you're sitting in a small room with a bunch of stupid doctors telling you that they don't know how to fix you!"

Pinkie took a step forward and looked closer. "Oh Joker, I'm so sorry for you! I wish I could do something to help."

Joker grinned. "Not to worry, my dear! I've arranged for a little get well present to me! I had Mr. Freeze working on a cure for this, but he's gone dark on me. So, I had Batman go and convince him to get crackin'! Our days are numbered, after all!"

"Wait, Batman agreed to help you?" Pinkie was confused.

"Not willingly, of course. All I had to do was just injected a bit of my poisonous blood into him while he took a power nap, and threaten to poison all of Gotham if he failed! Worked wonders, lemme tell ya." Joker laughed.

Pinkie blinked. "Poison Gotham? Y-you mean that city outside of this place?" She asked nervously.

Joker looked at her quizzically. "You really aren't from here, are you?"

She shook her head.

"Well, I've told you a bit about me, so why don't you tell me a bit about you?" Joker said with a smile. He pulled up a chair. "Come on! Don't be shy! This will be fun!"

Pinkie stepped toward him. She had lost her bubbly, cheery attitude and was now on alert. Her assumptions of him hadn't been exactly what she expected. Either he was just messing with her, or he didn't know how far was too far when it came to jokes and pranks. She was sure he was ill in the head as well. After she finished her story, she would ask him more.

She spent the next few minutes telling him about Equestria, the Elements of Harmony, her friends, some pranks she had pulled, and a little about her life on the rock farm.

"So after you earned your cutie mark thingy, your parents laughed and played with you all the time after that?" He asked.

Pinkie nodded before looking at the ground. "Well, not all the time." She slowly said.

"What happened?" Joker said.

Pinkie looked at him for a moment and then back down.

"Oh come on! You can tell me! I'm your friendly Uncle J! I'll understand." Joker said with a smile.

Pinkie smiled for a moment before frowning again. "My parents and my sisters didn't really like my parties. I mean, they loved the first one I threw, but after that they seemed to not love them as much." Pinkie gulped. "Every time I would sing or dance or try to make them smile, they would tell me to knock it off and keep working on the rock farm. I tried to tell them that I could sing and dance while I worked, but they would keep saying 'Pinkamena Diane Pie, this is the last warning! You stop that noise! Nopony needs to hear that much noise! Do your chores! No singing! No Dancing!' It was awful!"

Joker nodded. "Go on."

Pinkie's hair was totally straight now. "Well I couldn't smile or laugh while I was working, so for the next few weeks, I would sneak out at night into the furthest silo we had on the farm. In there, I would sing, dance, laugh and play as much as I could. It was fun, but I had nopony to share it with. I really wanted my family to enjoy them as much as I did. I was all alone."

Crying softly now, Pinkie Pie continued. "Pretty soon, my parents found out about my late-night parties. They came to my door and knocked on it angrily saying 'Get out here right now, little filly! You're in big trouble!' I was scared, but I went out to face them. I told them 'I like parties and playing and having fun! Why cant you see that? I'm just playing! There's no bad stuff about it!' but they just said that parties and playing were never allowed here. So later that night, I packed up my things and I ran away from home. I walked all the way to Ponyville. That's where I met Mr. and Mrs. Cake. They took me in and taught me about baking yummy treats like cupcakes and cookies and all sorts of stuff! Ponyville had lots of great ponies that loved playing and having fun all the time! I knew it was where I belonged!"

"See? Right there! I know exactly how you feel!" Joker exclaimed. "I always try really hard to get people to laugh and smile, but everyone in this urban cesspool doesn't understand the jokes! They're all buying the crap that Batman dishes out to them! He tells Gotham that he can make a difference in the world, that he can change things, make the world better. The truth is, we're all on the same ride on our way to the same place. All I'm doing is having fun and making laughs, but oh no! Batman doesn't want that to happen. Laughter, giggles, fun, its all the things that he's trying to change, get rid of, smash to pieces! I want to show the world that no matter what happens, we're all sliding into madness, why not have some fun?" Joker yelled.

Pinkie thought for a moment. "Everyone ends up in the same place?"

"Everyone. It's inevitable! The liar is preaching to the people of this miserable town that he can change things for the better. And everyone here believes it! They're letting a crazy person like him roam free out there while I'm stuck in here." Joker folded his arms and sat back down. "That's why I totally understand you. Your parents wanted you to change. They wanted you to believe something that wasn't true. They wanted you to change for their world. Why should you change for them? They should change for you!" Joker said.

Pinkie nodded and stomped in agreement. "Yeah! All I wanted was to have fun and play! They thought it was a silly thing to do. They wanted me to go totally against what my cutie mark said I love doing, and do something I hate doing instead! I hated working on that rock farm! I hated how they wanted me to change!"

"That's why I do all the things that I do! I'm making them see the truth. Batman will continue to spread his filthy lies about me, but he knows as well as I do that I'm right. I've always been right!" Joker said.

"I believe you, Joker. Laughing and being happy is how everything is meant to be. If everyone else in here doesn't want that happiness, then they deserve whatever you do to them!" Pinkie agreed resolutely.

Joker threw his head back and laughed. "You're damn right they do! Unless they see as we see, they will continue to lead miserable, pointless lives that they don't even deserve." He said and laughed again.

Pinkie and Joker both laughed and laughed and laughed. In the short time they had been together, they had formed a powerful bond fuelled by their want for laughter. Somewhere in the laughing, Pinkie Pie randomly thought about the Elements of Harmony, all six of them together. They seemed different somehow, but still the same. She was familiar with hers, but it also seemed very alien to her. The thought came completely out of nowhere. She thought about all her friends. She wondered where they were, if they were in trouble.

Pinkie stopped laughing and wiped a tear away. "Well Joker, I was wondering if you could help me with something really quick." She said.

Joker coughed and wheezed after he finished laughing. "What can I help with?"

"Well, I was walking toward the food drop off place to pick up some food for Fluttershy. You remember me telling you about her?" Joker nodded. "Well I found some, but the road behind me exploded! I don't know what happened, but it was just gone!"

Joker grunted and jumped out of his chair. "Ooh Penguin! That little bastard destroyed the freeway?! That's not fair! Just because he's rich doesn't mean he can do whatever he wants!"

Pinkie blinked. "Penguin is the man who kidnapped Fluttershy and Rarity! He's the reason Fluttershy got hurt! I need to get some food back to her as fast as I can!"

Joker looked at Pinkie solemnly. "I'm sorry, but he cut me off from the rest of Arkham! We're stuck here."

Pinkie started to panic. She wasn't going to break any more promises tonight. "We have to find a way! Twilight and Rainbow went to rescue Rarity! What if Batman meets them there?"

Joker gasped. "We can't have that now, can we?!" He thought for a moment before he snapped his fingers. "Don't worry! Some of my boys are guarding a tunnel off to the side of the Steel Mill. It leads underground and goes underneath Strange's base. Hopefully, it will lead to the other side!"

Pinkie took a few steps closer to him. "Can I please go? I really need to get some food to her! I'm her only hope!"

"Yes! I want you to! Any enemy of the Bat is a friend of mine!" Joker said. "Go to your friend and help her as much as you can! Then tell her about Batman! He can't be trusted. He may have saved you in the church, but don't buy into that little show he puts on about being the hero! It's all a sham."

Pinkie nodded and ran to Joker. She wrapped her arms around him and gave him a big hug. "Thank you so much for all your help! I knew they were all wrong about you! You're a great person, Joker!"

Joker hugged her back. "Thank you for seeing the truth, Pinkie! I wasn't expecting this at all today!"

They released and Pinkie ran back to where she came in. Joker called after her. "Don't worry about my guys! They won't hurt a single pink hair on your head!"

On the ground floor, Pinkie stepped out of the elevator with the two clowns she had previously been with.

"So Joker agreed to help you with your friend?" The masked clown asked.

"Yep! Turns out, we have a lot in common! He's really not as bad as people say he is. He's so sick, I feel awful for him." Pinkie said.

"Pfft! Naw, don't believe that for a second. Joker wants you to think he's sick, then wham! Gotcha! He's just pulling our legs with this thing." The other clown said.

Pinkie turned to him. "No. I saw him. He's dying. It's all Batman's fault. He better come back soon with his cure."

The two clowns looked at each other, bewildered. "J's really got you wrapped around his finger, doesn't he?" The masked clown said.

"No, he told me the truth about what happened! He threw a huge party and Batman crashed it! He's a big party pooper!" Pinkie said.

The clown shrugged and walked toward the door on the right. Pinkie and the other clown followed. The two clowns had agreed to accompany Pinkie to the tunnel that led underground. She would be on her own from there. She was exited to finally help Fluttershy. She couldn't wait to tell her all about Joker. She would explain why she had no other choice and she had to see him. She was sure Fluttershy would understand. She would also be grateful for Joker's help.

They opened the door and walked through. It led to a large room filled with all sorts of machinery. There were many hooks hanging by chains from the ceiling above. The walls were old and the paint was beginning to flake off in some places. They walked to the right across the elevated balcony. They turned left after a few steps and went down the stairs into the main part of the room. Above the main door to the Steel Mill was the office that Pinkie had just been in. There was a doorway leading out to the main room. The wall around the doorway had many pictures of Joker smiling, and the words "HA HA HA HA" were written everywhere.

"So what are your names?" Pinkie asked the clowns.

The masked clown turned to face her. "Mine's Dom. That's Harry."

"Yeah, how do ya do?" The other clown said bluntly. He walked toward a button on the wall next to the door.

Pinkie smiled. "Well, it's great to officially meet you!"

Dom chuckled. Harry pressed the button and the alarm began to blare. Yellow lights began to flash and the door started to open. The icy air hit Pinkie and caught her off guard. She shivered and held herself tight. It was so warm inside the Steel Mill that Pinkie had totally forgotten about the icy environment outside.

They all walked outside into the main yard. There were a few broken down vehicles scattered around the yard. The trio walked toward the main gate and the large metal doors swung open toward them. There was a large sign above it that read something, but it was written backwards. Pinkie got to the other side and turned around. It read "Sionis Steel Mill."

She shrugged it off and continued down the street. The road forked and they turned left. They passed a few other clown henchmen who all gave them strange looks as they walked. Dom and Harry didn't seem to care. Even though it was still weird for them, they had gotten somewhat accustomed to having Pinkie around. It made her feel good.

They continued walking through the alleyways and streets until they reached a few armed clown thugs. They were spread out and looking inside a large hole in the ground. It looked like a crater on the surface of the moon.

"I'm tellin' ya, man! It went down there!" One of the armed clowns said.

"You're just seein' things. No way did something get past us and go down there. No way" Replied another.

The first clown was persistent. "It did! I told you it looked like a Ninja! You know, all sneaky and swords and stuff?"

Pinkie cocked her head. Ninjas? Here? This place was full of all sorts of surprises.

"Look around you! There are no secret Ninja assassins in Arkham City! That would be insane! We would've seen 'em."

"I saw it! It went down there!"

Pinkie approached the hole and looked inside. It was very dark, but she could make out the ground below. It looked like it ran into the sewer system.

"Hmm. How am I supposed to get down there?" She thought to herself. "I could jump, but that wouldn't be very safe. Maybe if I could find a rope or something, I could lower myself down there." She looked up. "Hey narrator! Could you narrate me down into the hole please?"

No Pinkie. Find your own way down.

"Aww come on! Please? I'll be your best friend!"

No Pinkie. I'm still kind of ticked that you're talking to me right now. You aren't supposed to know I'm here.

"But you ARE here! How can I possibly ignore someone who is supposed to be telling the story of ponies in a world from a video game?! Its impossible!"

Okay, fine. We'll do things your way. I'll help you out in just one second.

Pinkie smiled. "Yipee! Thanks!"

Pinkie turned around. Dom and Harry were both staring at her with the strangest looks on their faces that she had ever seen. "What?" She asked.

They both continued to stare at her. "Uh… Who were you talking to?" Dom asked.

Pinkie giggled. "I was talking to the author! He's the one who made this little crossover story a reality for us!"

Pinkie, I swear…

They blinked again. "The author?"

"Yep!" She replied happily.

They both looked at each other before shrugging it off. "Whatever!" Harry said.

Pinkie looked confused. They weren't making any sense at all.

She heard a grunting noise from behind her. She turned around and saw a clown falling to the ground beside the hole. He hit the ground with a loud thud. The other clowns exclaimed in surprise. They all ran to him.

"What's going on here? What happened?"

"I don't know!"

Pinkie, Dom, and Harry all ran to join the other armed clowns around him. He was unconscious.

"Did anyone see anything?" Dom asked.

"No, nothing!"

Out of nowhere, a cloud of smoke appeared and impeded everyone's vision. The armed clowns sprayed rounds into the air wildly. They were all coughing and hacking their lungs out. Pinkie couldn't see anything two inches in front of her. She heard shouting and grunting all around her. The only thing she could make out was the faint shadows of the clown thugs panicking around her.

While trying to make sense of everything, she felt herself being lifted into the air and out of the smoke. She shrieked and looked at her captor, ready for a fight. Rainbow Dash was holding her and flying up and out of the cloud.

Her eyes widened. "DASHIE!" Pinkie exclaimed.

She hugged her cyan-colored friend as tight as she could, causing Rainbow to lose her balance and crash to the ground. They only fell a few feet before they impacted a small patch of snow. Pinkie immediately got up and hugged Rainbow as tight as she could.

"Dashie! I'm so happy to see you!" She said.

Rainbow hugged her friend back just as tight. "I'm happy to see you too Pinkie! Fluttershy told me about what happened, and we were all worried sick!"

"You talked to Fluttershy? Oh gosh! Is she okay? I tried to get back to her but the road blew up and I couldn't so I had to break my Pinkie-promise I made with her! I feel so awful about it! I was just about to go down that hole to get food for her when you showed up!"

"Its okay, Pinkie. I'm sure she'll understand why you had to break it. We were about to go down the hole too! We're chasing a Ninja!"

Pinkie released her. "There really is a Ninja?"

Rainbow nodded. "Yeah! She knows where to find this guy who has the cure to-"

Pinkie interrupted her and hugged her again. "Oh that's wonderful news! You know how to find the cure!"

Rainbow paused. "How do you know about the cure?"

Pinkie was about to answer when it hit her as well. She released Rainbow and looked at her again. "Wait. How do YOU know about the cure?"

They both felt a presence behind them and looked to the source. Immediately, Pinkie's hair deflated and she looked very, very angry.

"What is HE doing here?!" She demanded.

"I'm helping him get the cure and save you." Rainbow replied slowly.

"I like it here! I don't need help! Especially from the likes of him!" Pinkie yelled, shoving her friend away.

Rainbow caught herself and looked back at Pinkie. "Pinkie? Why are you acting like this?"

"Because! Batman is a big, fat jerk who wants nothing but misery for everyone in the world! Joker told me everything!" Pinkie yelled.

Rainbow looked at her sorrowfully. "Oh no."


	10. Puzzling

"Keep looking. There has got to be something in there!" Rainbow Dash insisted.

"I am! Wait just a minute, Rainbow!" Twilight replied.

Rainbow had sprained her left wing pretty badly during the confrontation with Penguin and Grundy. Twilight was looking through her book of spells for anything she could use to help her friend. Regardless of what he said, Batman was going to need help. He had the same illness that was afflicting Joker.

Twilight, Fluttershy and Rarity were going to find and save Applejack from Riddler. This little battle they had in the museum had taken more time than they had hoped, and they needed to get back to the Church or else Applejack would die.

Twilight turned a page and looked at the spell. "Here's one!" She exclaimed. "Renders an injured limb completely fixed in ten seconds flat!"

Rainbow grabbed the book and read the spell. "Where the hay was this thing when I broke my wing the first time?! Its like this was made for me!"

Twilight smirked and lowered her horn to Rainbow's wing. She read the spell once more before she performed it. Instantaneously, the pain in her wing stopped. She flapped it a few times before taking off into the air for a test flight. She looped around the dinosaurs suspended from the ceiling a few times before she landed.

"Thanks Twi! You're the best!" Rainbow said happily.

"No trouble whatsoever!" Twilight replied as they hugged.

They released and went toward everyone else. Rarity was talking to Freeze, and Batman was talking to Oracle. "Oracle. Change of plans, I'm going after the League of Assassins."

Rainbow and Twilight looked to each other. "Assassins?" Rainbow whispered.

"How odd. This prison seems very strict yet very careless at the same time." Twilight pondered. There was definitely something bigger going on here. She was thinking as hard as she could to try and figure it out. What was Strange planning?

Batman continued. "Penguin had one of the Leagues' Assassins imprisoned in the museum. I recognized the insignia. She's a member of Talia's elite guard." Batman paused for a few seconds before continuing. "Talia is not the goal, Barbara. I've uploaded Freeze's unfinished cure. Looks to me like the answer is-" He was cut off.

"What is the answer?" Twilight asked.

Batman turned to face her. "Ra's Al Ghul's blood is the answer."

She cocked her head. "I thought you said he was dead."

"Are you sure this man can provide the missing ingredient?" Freeze interrupted as he walked over with Rarity. His robotic voice startled Rainbow and Twilight.

Batman turned to him. "I've met Ra's Al Ghul many times. He claims to be over 600 years old, and I believe him. Which means something is keeping him alive."

"Let us hope you are correct, Batman. After all, your life depends on it." Freeze replied slowly.

Batman turned and walked up the stairs. Rainbow looked at Twilight once more before taking off after him.

Twilight turned to Rarity. "Come on, we need to go save Applejack."

"What? What happened to Applejack?" Rarity asked.

"I'll tell you in a bit. Where's Fluttershy?" She replied.

They looked around. She wasn't anywhere to be found. They walked around the display case that held the Assassin and saw her. She was sitting in front of a broken display case. Glass was everywhere on the floor by her. She was shaking.

They approached her cautiously. "Fluttershy?" Rarity asked. "Are you alright, dear?"

"Z-zs-z….z-z-zsa…" Fluttershy slowly trembled out.

She had a terrified look on her face as she stared at the button next to the display case. Rarity and Twilight looked at each other, worried. What had happened?

"Fluttershy?" Twilight asked. "What's wrong?"

The only answer she gave was the same, trembled response. "Z-zs-z… z-z-zsa…"

Twilight looked at the button and pressed it. Fluttershy slowly sunk to the ground and plugged her ears as tight as she could. Tears streamed down her cheeks as she continued to tremble.

Penguin's voice came on. _"Take a good look into the eyes of a monster, a deeply disturbed killer, a man responsible for the murder and subsequent mutilation of over one hundred men, women, and children."_

They were terrified. Someone could actually be that evil? How? What happened? Twilight and Rarity were now shaking as much as Fluttershy. They stared at the display case as the recording continued. Fluttershy mouthed the name of the individual the same time Penguin spoke his name.

_"You're looking at… Zsasz!"_

Twilight and Rarity walked next to Fluttershy back to Freeze. They said nothing. Fluttershy continued to repeat his name. "Zsasz…. Zsasz…. Zsasz…"

"F-Fluttershy, please." Twilight gulped. "P-please stop saying his name."

"Yes, dear. We know how you feel right now, but you must stop. Its not good." Rarity agreed.

Fluttershy's curiosity had gotten the better of her. When she escaped here the first time, she had seen a crazed man break the glass of the same display case and escape. She waited for him to leave before she continued outside into the cold. She wanted to know who he was.

Now she did. If there were anything that she would be afraid of for the rest of her life, it would be Zsasz. She prayed that she would never get the chance to meet him.

"Come on. We need to go help Applejack." Twilight said. "Lets go. Forget about this place."

Her and Rarity ran up the stairs. Fluttershy turned to freeze. He was just finishing up with making sure his armor was up to snuff. She turned back to Rarity and Twilight. "Um, g-girls?" They stopped and turned back. "I-I'm going to stay with Freeze. I can't go out there unless I feel completely safe."

Rarity stepped forward. "We need you, darling. We need your help to save Applejack."

"N-no you don't. Riddler said that he just needed Twilight." She replied.

They looked at each other again. They weren't sure about this. Not that they didn't trust Freeze, but what if something happened to her?

"Fear not." Freeze said, stepping behind Fluttershy. "Nothing shall harm her."

Twilight slowly stepped forward. "At the Church, right?"

Fluttershy nodded.

"Well, alright then. Rarity and I will rescue Applejack, then find you after, alright?" Twilight said.

"We shall be in the abandoned Gotham City Police Department headquarters on the northeastern section of Arkham City. She will be safe there."

"Thank you so much, Victor." Rarity said. Her and Twilight ran to the door and left the museum.

Freeze followed them outside with Fluttershy tailing right behind him. Hopefully, this would be the last time she would ever see the inside of this place again.

They exited the museum and turned left. The cold air stung Fluttershy and she hid behind Freeze to prevent it from hitting her as much as she could. Freeze and Fluttershy walked swiftly onto a bridge that led up and over the alleyway below and onto the other side of the street. They continued along the sidewalk, passing refuse and garbage all along the way.

"How are you feeling, Fluttershy?" Freeze asked.

She didn't answer right away. "I'm alright, I suppose. I'm worried about that man. What if he finds us?"

"If he does, he wont stand a chance against me. Not a soul in this penitentiary would dare cross me, unless there were a large number of them attacking at once." Freeze said.

Fluttershy gulped. She hoped he was right.

They got to a staircase and walked down to the street below. They turned right and continued. Any henchmen they saw ran away in fear or simply stood and watched them nervously. This is the kind of security Fluttershy had been wanting ever since she got in here.

They turned right onto a large street. Behind them was an enormous door that probably led to a restricted section of the prison. On the corner was a small convenience store. It had a number of surprisingly large green vines making their way out from inside. The windows were smashed, and everything was falling apart. The store was called Baudelaire, and a woman named Pamela Lillian Isely had ran it.

She continued down the street with Freeze. They took a few more steps before he stopped. Out of the darkness ahead of them emerged four TYGER guards. Two of them had rifles while the other two had shock batons.

"There he is! All units converge on Freeze!" One of them shouted.

Fluttershy yelped hid behind Freeze as the guards approached them. He readied his freeze ray and pointed it at the captain. He fired and the captain froze where he stood, dropping his rifle. The rest of the guards ran toward them. Freeze strutted forward and punched the two guards with batons in the face. They screamed and fell to the ground. The remaining guard began to fire a few rounds at Freeze, which just bounced off his armor. He readied another shot and fired at the other armed guard. With the four guards incapacitated, Freeze turned around to see five more coming from large door behind them.

"All units engage Freeze but do not kill him! The Professor wants him alive!" One of the guards ordered.

As they rapidly closed in, Freeze intercepted a guard by grabbing him by the neck and raised him above his head. "Why does Strange want me?!" He demanded angrily.

The remaining guards held their fire, but quickly surrounded them. The guard tried to breathe as he attempted to loosen Freeze's grip. "I-I don't know!" He wheezed. "Its just orders! If you don't then he'll be forced to kill someone you love!"

Freeze stood there angrily. Fluttershy was trembling at his feet. One of the guards had his rifle aimed directly at her while the other three were pointing at Freeze. She didn't dare open her eyes. She simply sat there and trembled while she made light squeaks and whimpers.

"Fine. I'll go, but on one condition. She will accompany me." He said. He lifted the guard closer to him so they were face to face. "And absolutely no harm is to come to her while she does. If she is harmed in any way, I'll kill you where you stand in the most unpleasant of ways. Am I understood?"

The guard nodded and Freeze released him. The guard that was pointing his rifle at Fluttershy switched to Freeze. They took his gun and they all walked toward the large door into the restricted part of Arkham City. Fluttershy was shaking violently as they went inside. She didn't know what Strange had planned for Freeze, and frankly she didn't want to know.

She just wanted to go home.

"My goodness! He really spends that much time just scattering puzzles and riddles all over the place?!" Rarity asked Twilight as they ran down the street.

"From what Batman told me, yes. He proves himself smarter than anyone else by leaving riddles. If they can't solve them, they usually die."

"My word! Is that why he wants you?"

"Probably. I assume that he wants to prove that he's smarter than me. It should be interesting."

Twilight led the way as they rounded the corner. The Church was in view. Just as Fluttershy said, the banners had been replaced with brown sheets with green question marks all over them, and a large green glowing question mark was sitting right on top of the steeple.

"This is the medical center? The safest place in Arkham City?" Rarity questioned.

"It was." Twilight replied.

They walked in the gate and toward the door. They opened it and stepped inside. Twilight shut the door behind them and looked around the interior. The inner door was cracked open slightly. Twilight set her hoof on it and opened it slowly. The inside of the church felt colder than she remembered. Everyone was gone. It was painfully silent and she felt very uncomfortable just standing there.

Her and Rarity walked inside and closed the door. Rarity looked around the inside of the church while Twilight walked forward.

There was a large sheet suspended above them with a projection on it. Twilight squinted her eyes to get a better look at what was on the screen. Her eyes widened and she ran toward it. "APPLEJACK!"

The sheet had a live video feed of the Element of Honesty herself trapped in a room where the walls were closing in from every direction. She was bucking the walls back to keep them from closing in on her.

"So." A distorted voice said from nowhere. "You're the famous Twilight Sparkle."

Twilight looked around. "Yes! I am! What do you want?! Release my friend now!"

"I'm afraid I cannot do that. Applejack is currently in the middle of solving one of my riddles. She can't leave until she solves it." Riddler said.

He appeared on the screen and looked at her in the eye. "Don't worry, I've got one for you too!"

Twilight stomped her hoof to the ground angrily. "I'm not playing any of your games, Riddler! Release Applejack now or else I'll make you release her!"

He held his arms up and sarcastically admitted defeat. "Oh no! Please! Don't hurt me, pretty little pony! I'm so scared!" He was just trying to make Twilight angry now and it was working. "You really think you can best me? You think you have some sort of advantage over me? You don't! You have nothing!"

"Not nothing." Rarity said as she joined Twilight's side. "She is the wielder of the most powerful Element of Harmony: Magic!"

Riddler threw his arms up in the air. "Here we go with this nonsense. You actually expect me to believe you? There is no such thing as magic!"

Twilight grinned. "Oh really?

Applejack wheezed and spat. She had no idea how she was still going. She had bucked the walls as hard as she could for hours to the point where her back hooves started cracking and bleeding. She had lost energy long ago and was now running on what little endurance she had left. She wouldn't last much longer.

She gave one final buck to the wall before finally collapsing to the ground. "Ah… ah give up…" She moaned. "Ah'm so sorry, everypony. Ah.. Ah tried mah hardest…"

Lying on the ground, she cried softly and waited for her inevitable fate. She couldn't do this anymore. Riddler had won, and she had lost. The walls to her left and right began to move inward. Inch by inch, she remembered Equestria for what it had been for her. She remembered her friends, her family, Ponyville, all of it. She only wished that she could have done more for everypony.

The walls stopped moving and began to make an unusual mechanical whirring. She opened her eyes and saw a familiar purple glow surrounding both walls. She felt a combination of surprise, confusion and hope.

"Tw-Twi? Where are ya?" She wheezed.

"What?!" Riddler's voice exclaimed. "No! How are you doing that?!"

Twilight was focusing all her magic into jamming the mechanism that controlled the wall's movement. It was much tougher than what she was used to, but her friend's life was on the line, and she wasn't going to let it end this way.

Straining, she unleashed all the power she had into stopping the gears. She had to destroy them. She had to make sure Riddler would never be able to do this ever again to anyone.

"Just…. Just one second, Applejack! I'm getting you out of there!" Twilight grunted.

On the projection, Applejack looked around slowly. She seemed completely unaware of what was happening. Riddler had tortured her to the point of physical and mental exhaustion. She wasn't going to be able to get out of there on her own.

"This is impossible! There is no such thing as magic! You can't be doing this!" for the first time, Riddler looked panicked. He dug his fingernails into his hair as he saw what was happening on the screen.

"I am doing it!" Twilight smirked. "Now tell me where she is or else I'll destroy the place!" She ordered.

"You wouldn't dare!" He retorted. "You will never find her in this place! She's locked away in a location known only to me and I will never tell you where she is! I win!"

She gritted her teeth. "Rarity, get my book." Rarity levitated the book in front of Twilight and turned to a page. "Go to the teleportation chapter."

Rarity turned to the chapter while Twilight stayed firm on memorizing every single detail of the room Applejack was in. This was going to be a risky jump, but she had to take it. If Riddler wouldn't tell them where Applejack was, then Twilight would go to Applejack.

She found the spell she wanted and read it. "Rarity, no matter what happens. Stay here. I'll find you after I get Applejack."

Rarity nodded. "Good luck, Twilight."

Twilight's horn glowed to the brightest intensity and she zapped away. On the projection, Rarity saw Twilight appear next to Applejack. She tried to shake her awake for a moment before the projection shut off completely.

"NO! NO NO NO NO NO! YOU CAN'T DO THAT! THAT'S CHEATING! IT'S NOT FAIR! NOBODY OUTSMARTS THE RIDDLER, NOBODY!" He yelled.

Rarity grinned. She could only imagine the tantrum he was throwing from where he was.

"I swear to you Twilight Sparkle, I will have my revenge! You will pay for this, ALL OF YOU!" He warned angrily.

She waited for him to continue. After a minute of silence, she figured he was gone. She was glad she couldn't hear him whine, but she was also worried that she couldn't see Twilight and Applejack anymore.

Rarity sat down where she was, hoping Twilight and Applejack were okay.

Twilight appeared right next to Applejack. She was lying down and looking at her blankly. She looked like a mess. Her back hooves were cracked and bleeding in multiple places, she had bruises all over her, and her mane was a wreck. Twilight noticed her cowpony hat lying a few feet away. She must have discarded it earlier.

Twilight placed a hoof on her shoulder. "Applejack! Are you alright?"

Applejack continued to stare blankly, causing Twilight's heart to stop. Eventually, she slowly blinked and smiled up at her friend. "Always nice to see you, sugarcube."

Tears flowing, Twilight wrapped her hooves around Applejack and hugged her as tight as she could without hurting her. She sobbed lightly as she was reunited with her friend once again. Applejack couldn't return the embrace, but she cried also.

"Ahm glad ya'll found me when ya did." She said weakly. "Ah aint sure how much longer ah could've lasted in here."

"Me too, AJ." Twilight sniffed. "How do you feel?"

They released and Applejack lay back down on the ground. Wincing as she made contact. "Ah aint gonna be much help to ya, unfortunately. That gal-darn Riddler did a number on me. Ah can hardly move anymore."

Twilight looked at her friend sympathetically before perking up. She turned and reached into her saddlebag. "I'm sure I have just the spell that should make you feel better in no time!"

She looked around in her saddlebag for the book. She paused and checked the other pocket. A worried feeling washed over her. She took the bag off and looked inside the pockets again. She reached her nose inside and visually checked every nook and cranny inside the pocket. She repeated this process in the other side.

"No, no, no, no, no, oh Celestia no." She repeated to herself frantically.

She searched every crevice, every corner, every inch of the bag. The book was nowhere to be found. She threw her bags to one side and looked all over the room. She ran from one end to the other searching for the book. She had left it back at the church.

"No! No, no, no!" She yelled, stomping her hoof. "How could I have let this happen?! I've always been so organized! Why did this have to happen now of all times?!"

"Simmer down, Twilight." Applejack said. "What's going on?"

Twilight exhaled and told Applejack about everything. Her and Rainbow finding the book, about how Strange's meddling with the Elements has started Equestria's death clock, and how they rescued Fluttershy, Rarity, and Mr. Freeze. She also shared about how Pinkie's disappearance, and about Joker. Applejack seemed pretty blown away.

"Oh mah gosh. Equestria's dying? That's awful! We gotta stop Strange no matter what! He's bad news no matter how you look at him." Applejack commented.

During their conversation, she had managed to pick herself up off the ground and was now sitting up. She still couldn't walk well, but at least she was getting better. Twilight was pacing back and forth as she thought of a plan. She needed that book. It was the only way to secure Applejack's safety.

"We need to find a way back." Twilight said to herself.

She turned to Applejack. She was just staring at the ground. There was no way she would be able to do much else except for walk, maybe. Which meant Twilight would have to do most of the work in order to get out of here. She hoped that she wouldn't get the chance to confront Riddler again, but if she did, she vowed that she would make him pay for what he did to her friend.

Twilight turned to Applejack. "AJ?" She began. "What is your limit on what you can do physically?"

Applejack grunted and slowly got to her hooves. "Well, Ah reckon that I can walk around a bit, maybe run, but Ah aint gonna be much more help than that." She looked at Twilight apologetically.

Twilight nodded. "That's fine." She walked over to the cowpony and gave her a grin. "Come on! Lets find a way out of here!"

Rainbow Dash followed Batman outside. She shivered slightly as the chilly air hit her once again. Batman walked down the steps and pressed a few buttons on his gauntlet before putting his fingers to his ear. He must have been talking to someone on the other end. Rainbow looked around the area while Batman had his conversation. He said something, but she didn't quite catch it.

She was looking for the first part of the Ninja's trail: blood. As uncomfortable as it made her, she had to follow it. There wasn't much else she could do unless she went off to find Pinkie Pie alone. She wanted to do just that, but there was no way she could do it alone. She wasn't like Batman. She needed help.

Out of the corner of her eye, she saw a little red on the ground to her left. She got closer and, sure enough, it was a tiny pool of blood.

"Batman! I found some blood!" She said.

Batman walked over to her and knelt down beside the pool. "This blood matches the Ninja's. Nice work."

She smiled. Batman arose and walked forward. Rainbow followed him, pausing for a second at every blood puddle they passed. They got to the tram station and walked around the stairs.

_"Can anybody hear me? Over!"_

The radio that Rainbow stole from the Penguin thug began to intercept a transmission from two other thugs inside.

"I hear ya. Its chaos here, the boss has vanished."

"What?! Where'd Penguin go?!"

"No idea. One minute he's all 'Batman's going in my trophy case!' The next, nothing, zip! I don't like it."

"Think he's dead? Did Batman kill him? You been back to the museum?"

"The museum's locked down. Those undercover bitches took it over. I knew we should have killed them!"

"So what's the plan?"

"Lay low. See any of Joker's crew, kill 'em."

The radio chatter ended. Rainbow couldn't help but smile. They had finally beaten the Penguin and saved her friends. Now the bad guys were on the run.

The trail continued up and around the platforms. Batman expertly traversed all through the abandoned station while Rainbow Dash stayed right on his tail. Any inmates they did encounter were quickly dealt with.

Eventually, the trail led to a rooftop on the other side of the street. Batman quickly followed it up the wall and onto the top of the building. He stopped at a pile of discarded, bloody bandages.

"The blood trail has ran out." He said.

Rainbow looked at him. "What do we do now?"

He knelt down beside the bandage. "The only way we're going to find that Assassin is to locate more evidence."

He stayed by the bandage and stared at it for a few moments. Rainbow knelt beside him.

Suddenly, something hit the back of Rainbow's head. She cried out in pain and fell to the ground. Batman did the same. Rainbow's vision was foggy and she strained to see clearly. She looked up and around at her surroundings. On the building to her left, the Assassin yelled and jumped to the other rooftop. Batman saw her too and rose to his feet.

"The only way to find Ra's is to get a tracker on that Ninja." Batman said as he started running.

Rainbow followed beside him in the air. "Give me the tracker! I can follow her faster in the air!"

Batman leapt to the building and spread his cape. He caught the ledge and pulled himself up. Simultaneously, he reached into his utility belt and produced a small black tracker. He handed it to Rainbow and she took it in her mouth. She then booked it as fast as she could after the already far away Ninja.

"Get back here!" She ordered through gritted teeth.

The Ninja wasn't slowing down. She vaulted over obstacles and gaps like it was nothing. However, Rainbow still had air superiority. She closed in on the Ninja in a matter of seconds. After running along a wall, the Ninja turned and swatted Rainbow with her right arm, causing her to lose her balance.

She shook her head and quickly recovered. The Ninja was already on another rooftop. Rainbow growled and took off after her again. She rounded a corner along the outside of a building and began to catch up once again. The Ninja landed on a rooftop and turned a 180. She surprised Rainbow again and socked her right in the nose. Rainbow yelped and flew backwards a few feet before landing. This time, the Ninja closed in with her sword drawn on the Pegasus.

Before she delivered the blow, Batman tackled the Ninja and they rolled a few feet forward.

"Batman!" Rainbow yelled. She spit out the tracker and Batman caught it as he got up. He then began to scuffle with the Ninja for a moment before he placed the tracker on her right shoulder. She pushed him back and placed her blade at his throat on the ground. Batman stayed still.

"You only continue to live because the great Ra's Al Ghul allows it!" The Ninja hissed.

Two more Ninjas appeared behind her. One of them put her blade at Rainbow's throat, causing her to gasp in surprise. She knew that warning only applied to Batman. It didn't apply to her at all.

Out of nowhere came a whistle. The other Ninja turned her head swiftly to see something hit her right in the face. It then hit the Ninja restraining Rainbow Dash. Rainbow caught a glimpse of a hooded figure carrying a staff leap backwards and stand battle-ready to fight the remaining Ninja restraining Batman.

The Ninja looked outraged. "Call him off!" She warned.

The figure stepped forward, swinging his staff expertly. "I can take her!" He said.

"Stand down." Batman said calmly.

The figure paused a moment. Then hesitated, almost like he didn't want to comply. Eventually, the staff retracted and his posture relaxed.

The Ninja gave one last warning to Batman. "Do not follow us." She holstered her sword and flipped away in haste. She was gone.

Rainbow got to her hooves and ran to the figure. "That was awesome! You totally kicked their butts all without breaking a sweat!" She exclaimed with a huge smile.

The figure was a bit shocked at the sight of a brightly colored pony complimenting him on his combat skills. He didn't respond right away. "Uh, thanks! I guess..."

"I'm Rainbow Dash!" She introduced.

"Robin" He replied. "What are you exactly?"

Rainbow looked embarrassed. "Well, it's kind of a long story, but I'm a pony and I kinda got stuck here in Arkham City with my friends."

Robin still looked confused. "Okay…" He slowly said.

"I didn't need your help." Batman interrupted.

Robin and Rainbow both turned to Batman. "Really?" He said. "That's not what it looked like from where I was standing."

"I had it under control. Why did Alfred send you?" Batman asked.

Robin had a face of concern. "He was worried about you."

Batman reached into his belt and produced a vile of blood. He tossed it to Robin. "Take this. Get it analyzed and start searching hospitals and emergency rooms. Anyone with this blood in them will be dead within 24 hours."

Rainbow was now more worried and more confused. What was going on with the blood? She didn't know about any of this.

"Whose blood is it?" Robin paused. "Oh, its yours isn't it? I'll get it to the hospitals and then I'll come back. You need my help here."

"I can handle it. You're needed in Gotham. Things could get worse, much worse." Batman replied.

"You think? If Strange really knows who you are, what happens if he tells everyone? How will you-?"

Batman grabbed his shoulders. "Trust me. I'll find a way."

Rainbow's jaw dropped. Strange was a pain to everyone in every way. He knew who Batman was? How? What did he want to do? Who all was involved? She had to know more. This was just too interesting a topic to just let go.

Robin handed Batman a device and walked toward the edge of the rooftop. "If you need me, you know where I am."

"I know. Now go!" Batman barked.

Robin gave one last look to Rainbow Dash and jumped off the building. She sat there, stunned. If he was right and Strange really knew who Batman was, he could ruin Batman's life. All the people he fought, all the people he knew who hated him would now know who he was, and they would do all they could to kill him 24/7.

"Uh, Batman?" Rainbow got to her hooves and took a few tentative steps toward him. "What's going on with the blood?"

Batman put away his gadget and paused for a moment.

"Joker has sent samples of his poisoned blood to hospitals all over Gotham. If an antidote isn't found in time, millions of innocent people will die." He said.

Rainbow was dumbstruck. She didn't know what to say. She didn't even know if she believed it. Batman continued to head towards the Ninjas tracker while Rainbow followed close behind. Along the way, Batman told her about some of the things that Joker had done in the past. Including more details about his escape attempt from Arkham Asylum one year ago. Rainbow asked where Penguin had gotten his hands on the TITAN formula if Batman had destroyed it all. He didn't know, but he was going to find out.

They passed the Church, the broken highway, and many other buildings as they continued toward the industrial section of Arkham City. There, Rainbow saw the Steel Mill for the first time. It was gloomy, dark, and wickedly scary-looking. Still, she expected more. They both landed on a railing that was high above the street below.

"That's the Steel Mill?" She asked.

"Yes. That's where Joker is." Batman replied.

Rainbow rolled her eyes. "Good thing everypony else isn't with us. They'd probably be way scared."

Batman looked at her. "You aren't scared?"

She shook her head. In all honesty, she wasn't scared at all. She's seen a much scarier factory back home.

Batman stealthily walked along the railing toward the right of the factory. Rainbow followed directly behind as quietly as she could. As they continued, she saw a large hole in the ground. It looked like a massive crater that could be seen on the moon. What was it for?

"That's where the Ninja went." Batman whispered.

Rainbow noticed all the clown thugs surrounding the hole. Each one had a gun. "How do we get in?" She asked.

Batman pulled out one of his bat shaped boomerangs. "I'll take care of them."

Rainbow nodded and turned her attention back to the ground. Out of the corner of her eye, she noticed something bright and pink moving toward the hole. She squinted her eyes at it.

"Pinkie Pie?" She whispered.

She saw her friend being escorted by two clown thugs toward the hole. They weren't armed like the rest. She got Batman's attention. He nodded and waited. Rainbow wanted to explode. Why was he waiting? Her friend was there and she needed to be saved right now! What if they killed her?

"Wait for the signal to save her." Batman said, sensing her agitation.

Rainbow exhaled and nodded. She watched Pinkie Pie talk to the thugs for a moment before she turned around. She then engaged in a conversation with no one for a few seconds. She was still herself despite her situation. Another moment passed and Batman threw the boomerang, hitting a thug square in the face. He fell to the ground and the others went to his aid. Pinkie Pie went with him.

"Not yet." Batman said, pulling out a small white ball.

The thugs surrounded their fallen comrade, trying to revive him. In that moment, Batman threw the ball toward the group. The next second, a cloud of smoke engulfed them all.

"Now!" Batman said as he leapt off the rail.

He closed in on the cloud and disappeared inside. Rainbow also leapt off and zoomed toward the cloud. She squinted her eyes to try and see any pink. She caught the smallest glimpse of it and accelerated. She entered the cloud and exited immediately afterwards, carrying her best friend on her back.

Fluttershy and Freeze were being escorted down a long hallway filled with cameras and TYGER guards with guns. All of them were pointed at Freeze.

As they rounded a corner, they were met by a guard with a red military beret and an assault rifle. Presumably, he was the guard in charge. The guards that had escorted Freeze and Fluttershy handed over all the weapons they had confiscated from Freeze. They began to remove Freeze's armor. Fluttershy was worried that it would hurt him if he was exposed to the elements again.

Behind the captain, another guard pressed an intercom button on the wall next to a door. "Prisoner's here, sir."

The voice that responded was Strange's voice. "Very good. Send him in."

"But we haven't gotten the suit off yet. He's dangerous! Are you sure?"

Strange replied calmly. "Of course. Victor Fries and I have much in common. We will be fine."

The guard walked toward Freeze. "Head through the door, the Professor will see you now. That," He said, pointing to Fluttershy "needs to stay out here."

Freeze grabbed the guard and held him in the air. The other guards raised their rifles at Freeze's head immediately. "She will accompany me inside, and that is that."

He dropped the guard and walked toward the door. Fluttershy squeaked and followed Freeze as close as she could. She tried to stay away from the guards as much as possible.

Another guard opened the door and Freeze and Fluttershy walked inside. There was an empty chair in the center of the darkened office. This must have been Strange's personal office. There was a tape recorder sitting on a small table to the side of the chair. In the shadows to the right sat the warden himself: Hugo Strange.

The door shut and Fluttershy sank down to the ground as much as she could. She could feel his eyes on her. Was he wondering why she was here as well, or did he understand why? Either way, he gave an evil grin at the duos entrance. A grin that made her very, very scared. Freeze simply stood there, unmoved by being in Strange's presence.

"Welcome to my facility." He greeted. "Please, take a seat."

"I prefer to stand. Why am I here." Freeze retorted, his robotic voice making him all the more intimidating.

Strange chuckled lightly. "Oh Victor, there will be plenty of time for that later. Right now, I wish to get to know you; discover how you came to have such a frosty outlook on life." He smiled at his pun.

"I have nothing to say to you." Freeze stated. "You may have taken my weapons, but my suit still has considerable offensive capabilities."

Fluttershy sank backwards, afraid of what could happen next.

Freeze continued. "I will freeze the marrow in your legs. Each bone will shatter and fracture while you remain completely aware of your impending paralysis, begging me to end you."

Fluttershy winced at the thought. She sincerely hoped that Freeze wouldn't do that to Strange. No one deserves that kind of torture, not even him.

Strange simply sat back in his chair with the same wicked grin spread across his face. "I don't think you will do that, Victor."

Freeze looked surprised at Strange's remark. "Really? Why not?"

"Simple. If you hurt me, your wife will die."


	11. Strange

"Where is she? Where is my wife?" Freeze asked, his visor now off.

"Nora is in safe hands." Strange smiled before picking up a clipboard. "Now, lets discuss an incident from your childhood…" He continued.

"No." Freeze hissed.

Strange set down clipboard. "Then this is over." He pressed a button on his desk. It made a loud buzz that caused Fluttershy to jump a bit. "Guard,"

"Wait!" Freeze interjected. Strange released the button and grinned wickedly again. Freeze hesitated for a moment before speaking again. "What do you wish to learn?"

Strange had him. Fluttershy was hiding behind Freeze, who was still standing. She was more nervous than she had ever been in Arkham City. Simply being in his presence terrified her to no end. However, a part of her was curious to know about Freeze's past. She would do what she did best; stay quiet, out of the way, and listen.

"Your early years were troubled." Strange said.

"I was not a sociable child, but that is all." Freeze said.

"Even your parents disowned you. They sent you away to a reform school, correct?"

"They did not understand my work."

"Your work? According to a police report, you froze over a dozen of your neighbors' pets."

Fluttershy silently gasped. Freeze did that? She didn't believe it. She couldn't believe it.

"I have always had an interest in cryonic preservation." Freeze said. "I didn't understand why my parents allowed our sick pets to die instead of attempting to save them. So I set about finding my own way. I intended to revive all of those creatures."

It was true. Fluttershy suddenly felt betrayed somehow. Over a dozen dogs and cats were dead because of Freeze.

Strange continued. "But you didn't. Which brings us to Nora."

Freeze's hardened expression suddenly changed to one of woe. He took up Strange's earlier offer and sat down on a metal chair to his right. Fluttershy moved beside the chair and sat where she was. She didn't trust Freeze as much as she had before after learning this about him, but Rarity told her earlier that she had reminded him of Nora. Fluttershy wanted to know how.

"Have you ever seen a flower die? Watched something that was once so beautiful, so full of life, collapse and rot from within…" Freeze asked.

"You refer to Nora's illness?" Strange said.

Freeze nodded. "It seems like yesterday when I first found her. It all happened so quickly. Suddenly, I was losing her." He said sadly.

"Did you seek help? What about your employer, GothCorp?" Strange asked.

"I hid it from them, diverting resources from GothCorp's research in an attempt to find the cure, but in the end, I failed." Freeze said.

Fluttershy's undivided attention was on his story. Freeze obviously loved Nora very much and cared for her with all his heart. Fluttershy must have reminded him of her. Otherwise, she probably wouldn't be here right now.

He continued. "Time was running out. I knew that if I was discovered, Nora would die."

"Why take that risk?" Strange asked.

"Do you know what it is to love someone? To really love them?" Freeze asked.

"No." Strange bluntly stated.

Freeze looked almost sorry for him. "Nora was all I could think of. I re-ran the diagnostics, re-examined every detail from every angle, certain that I had missed something. I cursed myself for being so blind, so stupid. Surely there was a cure I just needed more time. Then I realized what I had to do."

Strange wrote something on the clipboard he was holding before looking back at Freeze. Fluttershy was mesmerized by Freeze's story. She had heard it before, but only a brief version. This was extremely in-depth.

Freeze continued. "I had worked without sleep for a week. My needs didn't seem important. Sleep didn't matter; food didn't matter. There was only her." He gulped. "I looked at Nora and I told her that I loved her. She told me there was nothing I could do, that I… we should just accept fate. She smiled her beautiful smile as she said it. I promised to cure her, and then I pressed the button."

Freeze looked extremely sad after he concluded. Fluttershy was almost on the verge of tears as well. She reached up and placed a hoof on his knee. He looked at her and she looked back with care and comfort.

"You cryogenically froze her. Keeping her on ice, so to speak, while you worked on a cure. It broke your heart, but now you had all the time in the world." Strange summed up. "Did you feel relief?"

"I went home and fell into a deep sleep. For the first time since we discovered Nora's illness, I dared to dream." Freeze remembered. "But, for weeks I had ignored my superiors' attempts to contact me. The next morning, I overslept. By the time I got to the lab, Ferris Boyle, the CEO, was there waiting."

"What did he do?"

"He accused me of industrial espionage, which I denied, but then his guards found Nora. Boyle told me like all of my 'research' she belonged to him. I was enraged. I attacked him, but his guards beat me back and in the struggle, I was drenched by the cryogenic chemical I had created. I lay on the floor helpless watching the guards steal Nora away. Boyle told me it was a tragedy for such a promising mind to perish in a lab accident. Then he left me to die."

Freeze's gaze was moving in many directions as he recalled what had happened to him. He looked as if the scene was playing out in front of him once more. He had tensed up and Fluttershy took her hoof off his knee, but never broke eye contact.

"But you survived."

"The chemicals were absorbed into my body and… transformed my metabolism. My body went numb. I felt a strange tingling, then searing pain all over… Each breath ignited my lungs! I clawed my way back to a refrigeration unit and as I closed the door behind me, I felt the icy chill calm my acing body. Things suddenly seemed clear."

"What seemed clear? Finding a cure for Nora?"

"No. Revenge. Boyle would pay."

Freeze had grown very angry in this time. He clenched his fists as he told Strange what he wanted to do. Fluttershy wanted to help him, but she didn't know how. All she could do was be there for him in case she was needed.

"You failed to kill Ferris Boyle though, didn't you?"

Freeze exhaled and shut his eyes. "Yes."

"Why?"

Freeze looked at Strange angrily. "You know why! Batman! Though he did return Nora to safety – until you got her."

Strange threw his arm up in the air. "See, there you go. Blame me. Blame your parents because you failed to revive the neighbors' pets. Blame Ferris Boyle for spoiling your plans to cure Nora. Blame Batman for stopping your revenge against Boyle. And now, your Nora is in danger…"

Fluttershy looked at Strange with confusion and shock. "Because of you!" Freeze growled.

"No, Victor, because of you. You have always had a heart of ice. You stole peoples' pets, you stole GothCorp resources, and since then you've stolen so much more for your own selfish, scientific inquiries. If you had shared your genius with others, devoted your energy into medicine instead of crime, perhaps your ice princess would be at home now, preparing you a hot meal – instead of being delivered to the Joker." Strange said.

Fluttershy gasped and covered her mouth. Freeze stood up immediately. "No!"

"You could have saved Nora a long time ago, Victor." Strange concluded.

Freeze was in shock. His breathing was shaky and uneven. "It was all for her. Everything. I will get her back! And when I do, I'm coming for you…" Freeze growled.

Strange set the clipboard down. "Thank you. We are done now."

Four guards walked into the room and stood on either side of Freeze and Fluttershy. They escorted them out the door. Fluttershy looked back into the room one last time to see Strange sitting there with the same wicked smile spread across his face.

Freeze gasped one last word before he left. "Nora…"

"Pinkie, Joker lied to you! Don't believe a single word he says!" Rainbow pleaded.

Pinkie Pie was pacing back and forth arguing with Rainbow Dash. Her mane was completely straight and she looked furious.

"You weren't there! You didn't hear what he said yourself! Everything he told me made perfect sense! All he wants is to see everyone in the world smile and have fun and Batman has kept him from doing just that for years!" Pinkie yelled.

Rainbow grabbed Pinkie and looked her square in the eyes. "Joker is a liar! He only hurts people because he can!"

"He plays pranks and people don't get the joke!" Pinkie snapped. "People are too boring and he wants them to laugh and have fun!"

Rainbow looked helpless. Her friend had been spoon-fed a serving of lies and trickery and had been turned into something else. She looked at Batman and begged for help.

"Rainbow Dash is right. Joker doesn't want do make other people laugh, he only does this for his own personal amusement." He said. "He's an unrepentant, homicidal maniac."

Pinkie glared at him for a moment before charging at him and screaming. "Don't say that about him!"

Batman merely sidestepped out of the way causing Pinkie to miss. She landed face first into the ground. She turned around, her eyes burning with rage. She got to her hooves and stood ready to charge Batman again. Batman simply stood there, unmoving.

Pinkie was about to charge again when Rainbow landed between them. "That's enough!" She yelled. "Pinkie, we aren't changing our minds about Joker. He is evil, and nothing you say will change that!"

Pinkie snarled as Rainbow continued. "Right now, we need to focus on the important thing: the Ninja. She is the only one who can lead us to this Ra's Al Ghul guy and help us with the cure! We're all going to have to work together to get this done whether we like it or not!"

"No, YOU'RE going to get the cure!" Pinkie yelled. "Joker said that it was Batman's job to get it. I'm going to find some food for Fluttershy like I promised!"

Rainbow stepped forward. "Pinkie, Fluttershy's perfectly fine! She's safe with Mr. Freeze in the old police building."

Pinkie's eyes widened. "Mr. Freeze?! He was supposed to get the cure for Joker first, but he abandoned him! He totally dropped the responsibility just like that! What if he abandons Fluttershy?!"

Rainbow thought for a moment before Batman stepped forward. "Freeze was captured by Penguin and held prisoner. Someone had to have told him that Freeze was making a cure for Joker and so he captured him."

Rainbow nodded. "That's right. Joker and Penguin are having a little war, and he kidnapped Freeze to prevent Joker from being cured. That way, he could take over Arkham City with no trouble."

Pinkie was skeptical, but still angry. "Okay, I admit that makes sense, but how do we know for sure that Fluttershy will be fine?"

Rainbow stepped forward toward her friend. "Fluttershy and Freeze have formed a special bond. He really seems to care about her and she trusts him more than anyone else in here."

"Freeze has caused some trouble in Gotham before, but he himself is not a bad person. Fluttershy will be safe with him as long as she doesn't get in the way. Of what he wants to do." Batman added.

Pinkie seemed much calmer. She actually looked concerned. "What does he want to do?" She asked.

"He wants to save his wife's life." Batman said.

Pinkie looked at Rainbow and Batman. "What's wrong with her?"

Rainbow looked at Batman. He nodded and she turned back to Pinkie. "Come with us. Batman will tell you all about him on our way to the Ninja." She said.

Pinkie looked at Rainbow cautiously before glaring at Batman again. "He wont hurt you as long as you don't hurt him. No more charging at him. He's my friend now too, Okay?" Rainbow warned.

Pinkie rolled her eyes and thought for a moment. She looked at the large hole to her left. That was where they all needed to go; so sticking together would be an option either way.

"Fine. Lets go." Pinkie agreed.

Batman jumped in the hole and used his cape to float down safely. Rainbow carried Pinkie on her back and also descended. Once they landed, Batman began to tell the story of how Freeze got to be how he is. He told them about how Nora was sick and he froze her cryogenically to keep her from dying while he found a cure.

Pinkie and Rainbow listened as he continued telling them about his condition, his plans for revenge, and how he saved Nora and brought her back to Freeze.

"He was moved to Arkham Asylum after that. He escaped a few times to steal more things he might have needed, but he was caught again and again and put back. It looks like he was given full access to the old GCPD building where he could work on the cure for as long as he could. Nora was moved here as well." He said.

"Wow. He did all that for her?" Pinkie asked.

"Yes. She was his only motivation." Batman said.

Pinkie looked at him crossly. "Well, why did you keep arresting him then if all he was doing was helping his true love?"

Batman turned around and looked her right in the eyes. "Because it's not what he was doing, its how he was doing it. He was stealing, and hurting others because they wouldn't let him take their property. Whether he likes it or not, that is illegal."

Pinkie looked at him for a moment longer, still a little fed up. "I guess he could've gotten help from someone else."

Batman turned around again and continued walking. They were heading into the underground sewer system beneath Arkham City. Batman put his fingers up to the side of his head. "Oracle, I'm heading underground. Below the surface, Gotham is a maze of old steel and ironwork. My signal might get weak, try and stay locked on."

They neared a hole in the ground that was filled with water. Batman, Rainbow and Pinkie got across and continued down the dark passageway.

"Who was he talking to?" Pinkie asked.

"His friend. Apparently, she's really smart and can get all kinds of stuff that Batman needs." Rainbow replied.

They continued down the dark, narrow sewer line. They passed a wide variety of buttons, lights and switches. They walked to the end of the passageway and turned left. The sewer line opened into a large room. Below, two clown thugs were talking to each other.

Batman motioned for Pinkie and Rainbow to stay put before he walked to the edge and readied himself to jump. He silently leapt down and closed in on one thug.

"Man, I thought it was bad out there. Down here, I'm not just cold, I'm wet and I smell like I've been standing in something Croc left behind."

"Do you ever stop complaining?"

Batman landed on the first thug, taking him down instantly. He threw one of his bat-shaped boomerangs at the last thug's head before he even had time to react. They were both down in a matter of seconds.

Pinkie climbed onto Rainbow's back and they took off. Rainbow descended quickly and caught herself in the air before they impacted. Pinkie climbed off and they both followed Batman into the next corridor.

"What were those guys doing here?" Rainbow asked.

"Joker's got his crew moving through the sewers, hunting down what's left of Penguin's thugs." Batman replied.

"Oh good! That Penguin is a little meanie-pants! He blew up the freeway and made it so I couldn't get to Fluttershy! I hope he gets what he deserves!" Pinkie said.

"He's taken care of, Pinkie. He's locked up and wont be any more trouble to anyone." Rainbow said.

Pinkie smiled. "Really? Who took him out?!" She asked as she bounced around.

"Uh, I'll give you one guess." Rainbow said with a grin and she held out her hoof towards Batman.

Pinkie looked and frowned again. "Oh."

Rainbow continued. "Yeah, he fought this huge monster guy that almost killed me and Twilight! He saved us and stopped Penguin!"

Batman looked over his shoulder with the slightest of smirks at Pinkie and Rainbow.

Pinkie noticed this. "Well, maybe you aren't as bad as everyone is making you out to be…"

Rainbow sighed for relief. She had finally seen some sense in something.

"Don't think this changes anything in the long run though! You haven't made me laugh or smile once! You've only made me frown and feel mad! Well I don't like feeling mad at all, so you'd better start changing soon!" Pinkie exclaimed.

Rainbow facehoofed. Batman continued down the tunnel and turned right. A partially sealed gate made him crouch so he could get to the other side. Rainbow and Pinkie were only a little taller than the opening, so they had to crouch as well.

The constant echoes bouncing off the walls, and the splashing of water were getting on Rainbow's nerves. She wanted to get out these sewers and fly around. They continued down the endless maze of sewer lines for a few minutes before reaching a destroyed section of the tunnel. The floor was gone and was replaced by a narrow pool of water that continued forward and forked left or right in the middle. Batman stopped and reached to his utility belt for something.

"This is taking forever!" Rainbow shouted. "Where is this stupid Ninja Assassin club already?!"

"Quiet." Batman said as he produced the gadget Robin brought for him.

Batman held the gadget above his head and pressed a button. A long wire shot from either direction and connected themselves on the walls behind and in front of him. Batman lifted his legs and began to ride the wire like a zip-line over the water. It made a loud buzzing noise as the gadget propelled Batman along the wire.

Once he got to the fork, Batman retracted the wire, flipped around, shot again, and proceeded down the left passageway.

"Woah!" Rainbow said.

"That looks like so much fun! Can I have a turn next? Can I? Can I? Can I?" Pinkie asked excitedly.

Rainbow rolled her eyes. "Pinkie, he knows you don't like him! What makes you think he'll give you a ride on that?"

"Well Joker didn't tell me he had cool stuff! That zip-line thing looks really, really fun! Maybe if Joker saw that, then him and Batman could be friends! Oh my gosh, that would be the best thing ever! Everyone could use a friend!" Pinkie said excitedly.

Rainbow sighed and rolled her eyes. She picked Pinkie up and carried her over the water down the passageway that Batman went down while she continued talking.

"Maybe that's why Batman is so grumpy all the time! How many friends does he have? He'll be just like old Cranky Doodle Donkey! I'll get him and Joker to be friends in no time!" Pinkie continued.

As Rainbow set her down, an idea popped into her head. "Well, that sounds like a great idea, Pinkie!"

Pinkie gasped. "Really? You really think I could do it?"

Rainbow put on a smile and nodded. "Totally! If anypony could do it, its you!" Pinkie jumped around in circles and began to laugh happily. Rainbow stopped her and held her still. "But, I don't think you'll be able to do it unless they have a mutual friend. Somepony like you!"

Pinkie cocked her head. "Me?"

"Yes you!" Rainbow agreed. "What if you became friends with Batman? Because you're already friends with Joker, that might make it easier for Batman to become friends with him!"

Pinkie thought for a moment. Batman glared back at Rainbow with an unsure look. Rainbow winked and silently shook her head at him. He slowly turned away and began walking again.

"Okay!" Pinkie agreed.

Rainbow smiled. "Really? You will?"

"Yep, yep, yep!" Pinkie said. "I'll become bestest, best friends with Batman so I can get Batman and Joker to become bestest, best friends!"

She hugged her pink friend tight. "Awesome! Thanks Pinkie Pie!"

Batman looked back at her. Rainbow winked again and gave him a look that said 'Don't worry, I know what I'm doing.'

"Aww, you're welcome Dashie!" Pinkie said.

They released and Pinkie Pie began to jump around and laugh again. Rainbow chuckled also. Batman walked back and looked down at them. Pinkie stopped bouncing and looked back up at him.

"We need to move. Come on." He said.

"Okie, dokie, lokie! I'm right with ya all the way, buddy!" Pinkie said as she bounced down the corridor.

Rainbow and Batman walked together behind Pinkie, who was already way ahead. "You know I'm never going to call that monster my friend, Rainbow."

Rainbow nodded. "I know. This should at least give her a chance to get to know you before she just makes wild assumptions. She has a history of that."

They all continued down the corridor. Crawling under another partially closed gate, Batman motioned for them to stay completely quiet. They all heard thugs talking from underneath them.

"Listen up. The last of the Penguin's crew are holed up somewhere up ahead. Joker wants 'em found."

Batman turned right and crouched down. He moved silently over the grate and looked into the room below.

"Do we kill 'em?"

He moved over to a part of the floor that had been covered up with a few pieces of plywood.

"Up to us."

Pinkie Pie's tail began to twitch uncontrollably. "Uh oh!" She whispered to herself.

"I say we kill 'em. Most of those guys were mercs. Never trust a merc."

Batman crashed through the plywood and landed on one of the thugs. Rainbow zoomed after him and crashed into another thug on the far side of the room. Pinkie looked down the hole at Batman and smiled as she realized that Batman was the one going to fall. With both thugs incapacitated, Rainbow and Batman assumed a defensive stance against the rest of the thugs.

"The Bat and his freaky pet are here!"

"Kill 'em!"

Another blast of magic, and Twilight broke through the metal wall. She wiped a few drops of sweat off her forehead and stepped forward.

"Yee haw! Nice goin' Twilight!" Applejack yelled.

Twilight smiled and examined her surroundings. There was a small room fitted with computer screens and all sorts of electronic equipment. A long drop to the floor below was the only thing between them and the room beyond. She guessed that Riddler didn't expect a magical unicorn to mess up his plans. She felt happy that she was the unicorn who got to do just that.

She looked to her left and right. The room where Applejack's puzzle was wasn't a very exciting room. Riddler was the kind of criminal who liked his victims to see many things. She deduced that Riddler usually hides answers to his puzzles in plain sight usually by some sort of intricate design or something. The absence of such designs suggested that Riddler was 100% sure that Applejack would fail. This wasn't a puzzle; it was a deathtrap with no way for Applejack to escape on her own.

"What are ya thinkin' sugarcube?" Applejack said as she joined her friend.

"Riddler knew you wouldn't get out of here on your own. He just wanted to see how long you'd last before you die. He made no escape route for you or anything." Twilight said.

Applejack looked away angrily. "Why that little…" She stopped herself from continuing. "We need to get outta here. Where do we go?"

"The Church. Rarity is there, and I need my book or else I wont be able to do anything." Twilight said.

Applejack nodded. "Okay." She took a few more seconds to look around.

"How are you feeling?" Twilight asked.

Applejack's back hooves were cracked and bleeding in a few places. She was lifting one in the air as she stood. "Don't you worry 'bout me, none. Ah'm fine so long as we take it nice and slow."

Twilight nodded. "Okay. You just let me do the hard stuff all right? Don't forget about the time you tried to harvest all of Sweet Apple Acres all by yourself." She said with a playful smirk.

Applejack blushed. "Yeah, Ah know. Don't worry, any help you can be would be greatly appreciated, Twi."

Twilight returned the smile. "Okay, hang on." Her horn started to glow and crackle with magical energy.

Instead of teleporting like Applejack had expected, she rose off the ground a few inches. "What in tarnation?!"

Twilight grunted slightly. "Sorry AJ, but I can't risk a jump while you're this injured. It would probably hurt you more when your hooves were back on the ground. Just hang on."

Twilight levitated Applejack to the room over the gap. Once she had all four hooves over the floor, Twilight lowered her to the ground. Applejack looked back at Twilight and smiled. Twilight's horn glowed again and she teleported over to Applejack.

They both walked down the hallway that led to a door at the very end. Twilight twisted the handle. It was locked. She exhaled and put her ear next to the doorknob. The keyhole was glowing purple as Twilight concentrated on unlocking the door. After a few moments, Applejack looked impatient.

"Ah know you're tryin' to be subtle and all Twilight, but if Ah wasn't hurt, Ah'd probably have that door down and we'd be outside right now." Applejack said.

Twilight cocked her head. "What do you mean? Are you a good lock picker?"

Applejack rolled her eyes. "No, Ah'm suggesting that you break the door down, sugarcube. No one will miss it."

Twilight looked at the door. "Oh… right."

She backed up and zapped the door with her magic. As expected, a large hole appeared in the center that was big enough for them to walk through.

Applejack grinned. "Ah guess you can say that Ah know how to get through locked doors."

They walked out the hole in the door. They were met immediately with a wall. It was a door that led to nowhere. Twilight thought it was another trick, but she noticed the floor she was now standing on. It was concrete. She also felt the slightest of drafts and she thought she could hear the wind whistling.

She knocked on the wall. It was made of a very weak wood. She turned around and bucked the wall as hard as she could with both of her back hooves. It cracked on impact and a few pieces went flying. She bucked it again with one leg and the entire thing fell apart.

Sure enough, they were outside once again. Applejack stepped out and inhaled deeply. The fresh air felt really good to her, regardless of how cold it was. She turned around and looked to Twilight with a smile. "Now, where is the Church? Ah wanna see everypony again!

Twilight grinned. "Hold your horses, Applejack. Lets see exactly where we are."

Twilight observed her surroundings. They were in a dark alley. To their left was a large group of clown thugs and other inmates gathered around in front of the building opposite of the one they just exited. She looked right and saw a flight of stairs leading up behind the building. She nodded to Applejack that they should head that way.

They began to walk up the flight of stairs. As they got further away from the front of the building, the entire city seemed to quiet down. Almost like all the troubles seemed to fade from existence in this spot.

They turned left at the top of the stairs and stopped. Twilight couldn't explain it, but she felt a sort of respectful reverence all of the sudden. Applejack must have felt it too because she now looked like she was very sad. They looked around the quiet alleyway before them. It was dark and lonely, just like any other alleyway they had been in, but this particular one felt different somehow. Twilight felt a great sadness.

There was only one street lamp on. It illuminated the outline of two people, a man and a woman, on the ground. Twilight and Applejack approached it silently. Their eyes were fixated on the outlines. Their hoofsteps made no sounds as they approached. It was completely silent save for the wind whistling slightly in the distance.

Twilight could have sworn she heard the distant echo of a gunshot followed a few moments later by a child crying. Something absolutely devastating had occurred here. She felt it inside her somewhere.

They stopped beside the outlines and simply stood there. They didn't know who they were, what they did, or what they looked like, but they still felt an extreme sadness at the sight. Twilight turned around to see Applejack with the same look on her face. She looked like she was about to cry, not because of fear, but because of sorrow.

Beside the outline at their hooves was a single red rose. Twilight knew that the rose was symbolic for love and beauty. Whoever placed it there must have loved the man and woman very much. Twilight crouched down for a closer look. Some of the snowflakes that fell from the sky had landed on its petals, causing the rose to glisten in the light of the streetlamp. It looked absolutely beautiful; more beautiful than anything she had ever seen before.

On the other side of them sat a bouquet of flowers. Twilight slowly walked around the outline to examine it. It was a bouquet of Lilies, the flower of death. On the Lilies sat a card that read, "It will end where it began. –Hugo Strange"

Strange had placed these flowers here. Why? Applejack read the message before Twilight picked the card up and turned it around. On the back was written another message:

"_How does it feel, Wayne? To stand on the very stones that ran with your parents' blood. Do you feel sad? Full of rage? Or does that outfit help bury your feelings, hiding your true self? Oh, you are a truly extraordinary specimen. I look forward to breaking you."_

Twilight put the letter back and her and Applejack sat on the ground softly. They were both blown away. The man and woman who died here had been Bruce Wayne's mother and father. How long ago was it? She didn't know for sure, but she guessed that Bruce had been here to see them die with his own eyes.

Twilight looked at the outlines and felt a tear fall down her cheek. "Rest in peace, Mr. and Mrs. Wayne." She said softly.

Applejack removed her had and remained there as well. For the next few minutes, neither of them said anything. They merely sat there and paid their respects to the fallen couple.

The air was cold. The wind blew slightly, and snow was softly falling all around them. Time seemed to stand completely still. Twilight and Applejack let tears flow from their eyes as they imagined how wonderful the Wayne's must have been, what they might have done in their lives, who they might have helped. They had been taken before their time, and everyone would miss them forever.

Twilight stood up and wiped a tear away. "Come on." She sniffed. "We need to go."

Applejack nodded. "Yeah. Lets go."

The two turned around and walked out the alley. Twilight began to descend the staircase, but Applejack stopped and turned back. She gave one last look at the outline and flowers. Twilight stopped and looked back at her. Applejack just needed one last look at the outline of Mr. and Mrs. Wayne. She couldn't stand the thought of having the ones she loved more than anything taken from her. She would cherish every moment she spent with her friends and family for the rest of her life. She never knew for sure which memory she shared with them would be her last, so she would treat every single one like it was.

Eventually, she came back to Twilight and they both walked silently through the alleyway. They came to the outside and looked around. To their right, they saw the green question mark on the steeple of the Church. They both walked toward it. Twilight kept a look out for trouble while Applejack thought to herself.

They had no problem getting to the gates and got inside safely. Rarity smiled and greeted them both with tight hug. She levitated the spell book in front of Twilight and her eyes lit up brightly. She put it away and thanked Rarity.

"My dear, you must be more careful with your things." Rarity said.

"I know, I know. I'm usually so organized! I don't know what happened."

Rarity grinned. "No matter, all is well, and Applejack is safe once again."

"Now Twi, you think you can find a spell that fix me up?" Applejack asked.

"No problem!" Twilight said. She began flipping through the pages until she found what she was looking for. "This spell heals all physical injuries, major or minor."

She read it once more before her horn glowed brightly and zapped Applejack with a beam of light. That particular spell took a lot of her and she needed to rest a moment.

"Yee haw!" Applejack yelled as she bounced around the room on all four legs. She was bucking the air next to her and stomping the ground happily. "Thank you so much, Twilight! Thank you, thank you, thank you!"

She hugged Twilight as tight as she could and squeezed. Twilight had trouble breathing because of her excitement and regained strength, but it was okay. They released and she ran to hug Rarity.

"Rarity, Ah missed you so much! Ah cant even begin to describe how happy Ah am!" She exclaimed.

Rarity also looked like she was having trouble breathing, but she let the hug continue for a moment longer.

As they spoke about what had happened, Twilight took this moment to think. What had Strange meant by his note to Bruce? "It will end where it began." She repeated. What did that mean? Also, his message he left on the back confused her too. How was a rich man like Bruce Wayne an extraordinary specimen? How was he relevant to any of this? She thought the note over again in her head. He mentioned an outfit. Why? What outfit?

"Outfit, outfit, outfit…" She mumbled to herself. She imagined Bruce Wayne in her head. Why would he need an outfit? What kind of outfit? A disguise? A costume? People liked to wear costumes in this place, now that she thought about it. She remembered wearing that Mare-Do-Well costume that one time. Mare-Do-Well was like Batman in Ponyville.

Twilight blinked. Batman. He was unmoving, emotionless, very strict and very strong. Bruce Wayne was exactly the same way. They both fought like each other. Batman is very mysterious. It would be a gold mine if someone got to study him.

It hit Twilight like a train. Everything clicked instantaneously. "Oh my gosh." Twilight breathed. She snapped around and looked at Applejack and Rarity. "Bruce Wayne is Batman!"

"I will find her." Freeze repeated to himself. "I must get her back. The clown will pay for this. Strange will pay for this. They all will pay for this..."

Fluttershy walked beside him as they exited the facility. She was extremely worried that in his anger, Freeze would do something they would both regret. Strange's interview had brought the fact that Freeze holds grudges and is prone to angry outbursts to her attention. The last thing she wanted to do was bring that side of him out.

Freeze was walking much faster than normal, causing Fluttershy to quicken her pace to keep up with him. The TYGER guards had kept his weapons and had refused to give them back. Fluttershy hoped that he wouldn't need them.

They approached an abandoned car that was parked at an angle on the left side of the road. Freeze lifted a leg and kicked it, causing it to turn over once before crashing upside-down in front of the flower shop. The sudden noise caused Fluttershy to yelp and back away immediately. Freeze didn't slow down as continued walking down the street. He was furious.

Fluttershy recovered quickly and ran to catch up with Freeze. "Freeze, please!" She said. "Please wait for me! Just wait!"

"No!" He barked. "No more waiting! I must get her back, and I must do it now!"

Upon exiting the facility, he had equipped his visor once again, making his voice sound robotic and frightening. Fluttershy couldn't believe this. Every time she thinks that Strange cant get any worse, he does something that proves her wrong every time. He didn't help Freeze at all, he only told him what he should have done. He didn't offer any advice on how to fix this or what to do. Freeze was now unbelievably out of control. She had to do something.

"Please! I want to help you! Honestly, I do!" Fluttershy begged.

Freeze whipped around and looked at her angrily. "How?! How could you possibly help me by asking me to wait?!"

She recoiled and fell on her back, covering her face with her hooves and shaking uncontrollably with fear as Freeze continued to yell at her.

"I cannot just wait here for something to happen to Nora! The clown has her! I must get her back immediately!" Freeze shouted. "Nothing and no one will ever stop me from getting her back! Not Strange, not Batman, not even you!"

Fluttershy was sobbing softly. She tried to think of something, anything she could say to make Freeze reconsider. She thought back to the interview. She remembered Freeze saying that Batman had returned Nora to safety once before. Maybe he could do it again.

"W-wh-wh… Wh-wh-what…" She stammered.

"Speak! How can you help?!" He demanded.

"Wh-wh-what about b-Batman?" She squeaked out from behind her hooves. "Wh-what if h-he found n-Nora for you like he did before?"

Freeze paused for a moment. He stood up straight and thought. "Perhaps…"

Fluttershy poked an eye out from behind her hooves. "Once he gets back to you with Ra's blood sample, you could cure him and he can get her back to you."

Freeze looked at her again. "I suppose that could work."

Fluttershy gulped. She was still unsure of what to do or think at this point. She could only hope that Freeze would see reason.

"As a matter of fact, I'm actually unsure of where Nora is at the moment. The clown could be holding her anywhere in this city." Freeze paused a moment. "I must track her down, at least. I can do it in the lab."

Fluttershy smiled slightly, but didn't come out from behind her hooves. "Okay."

Freeze looked down at her and noticed that she was terrified for the first time. "I apologize for my outburst. However, you must understand that Strange has crossed a serious border. I'm terribly sorry, Fluttershy."

Fluttershy nodded. "Its okay, I forgive you Freeze." She said as she slowly got to her hooves. She looked to Freeze with understanding and forgiveness.

"Truce?" Freeze asked.

Fluttershy smiled. "Truce."

Freeze returned the smile. "Now, lets get to the laboratory. We need to find Nora and ready the cure."

They both nodded and continued down the street. Directly in front of them was the same theatre that Fluttershy had passed with Rainbow Dash, Twilight, and Pinkie Pie on their way to the Church when they were first put in Arkham City. Fluttershy remembered that Rarity and Twilight went to the Church again to rescue Applejack.

"Um, Freeze? I was wondering if we could stop at the Church to see if Twilight and Rarity have rescued our other friend Applejack?" She asked. "Twilight is really smart and she could probably help you narrow down your search for Nora, um, if you'd like, that is."

Freeze looked to her. "I suppose we could. It's on our way to the laboratory, anyway."

She smiled. "Oh, thank you! Oh goodness, I've been so worried about Applejack ever since she was captured! I hope she's alright!"

They went down the correct streets and alleys until the Church was in sight. The large, green question mark on the Church's steeple still made her nervous. She hoped everything inside was still okay.

As they neared the gate, a brick flew right past Fluttershy's head and almost hit her. It crashed against the gate and startled her.

"Hey snowman! Who's your new pet?"

They turned around to see five inmates running toward them.

"Looks like ol' Freeze is getting soft!"

"Aww, its so cute!"

"Lets kill it!"

Freeze took a defensive stance. "Fluttershy, run!"

She did exactly as he ordered and ran off as fast as she could. She didn't dare look back in case there were more inmates right on her tail. She sobbed and tried to find a safe spot to hide. Out of the corner of her eye, she noticed an old cardboard box lying on its side. Sprinting as fast as she could, she dove into the box and curled up into a little ball. She shook and covered her ears, hoping that Freeze would show up soon.

She waited for about two and a half minutes before opening her eyes. She looked out the box and saw no one. Everything was dead silent. The fighting was over, but where was Freeze? He couldn't have lost a fight like that.

Something on the right caught her attention. She looked to a pile of refuse and saw something she wasn't expecting to see in a place like this.

"Angel Bunny?" She wondered aloud.

Sure enough, Angel was bouncing up and down and desperately trying to get her attention. She stepped out of the box and stared at her pet bunny. He was holding a pocket watch in one paw and bouncing anxiously. He looked just like he had when Fluttershy was late for the tea party at Sugarcube Corner for Princess Celestia.

"Angel, what are you doing here?" She asked.

Angel anxiously beckoned for her to follow him and he took off running down the sidewalk.

"Angel, wait! Come back!" She pled as she followed.

Angel didn't slow down until he got to the entrance to an alley across the street from the Church. Fluttershy didn't give the slightest glance to see if Freeze was still there, she was only focused on her bunny. Angel stopped and waved the pocket watch frantically in his paw and pointed to the time on it with the other.

"I'm late? What am I late for?" Fluttershy asked.

Angel bounced into the alleyway out of her sight. Fluttershy chased him as fast as she could. She turned and booked it all the way down the alley. Encountering a flight of stairs, she climbed them as fast as she could until she skidded to a stop at the end. On the ground, she saw Angel holding a pink cup of hot tea and smiling.

Her heart melted at the sight. "A tea party?! Oh, thank you so very much Angel!"

Having a tea party with Angel was one of her most cherished memories with him. She took the teacup from the little white bunny and gave him a hug. Strangely, the bunny was as cold as ice and he smelled awful.

"Oh goodness Angel! You're freezing!" She exclaimed. "When did you last have a bath?"

The bunny just waved her off nonchalantly.

Fluttershy shook her head frantically. "No, no, no! Here, let me warm you up."

She tried to pick him up, but he pushed her away and pointed at the teacup in her other hoof with a stern look on his face.

She decided to play along. "Okay mister, you win. But, I'm going to warm you up and get you clean right after this lovely tea party, alright?"

Angel nodded happily and handed her the teacup. Fluttershy accepted it and took a sip of it. It was the sweetest, tastiest tea she ever had. She instantly felt very warm and happy inside.

"Angel, this is delicious!" She exclaimed. "Where did you get this?"

Angel began making a few elaborate arm motions that explained what he did. Usually, Fluttershy could make out what he was saying, but what he was saying now just didn't make any sense at all. She cocked her head slightly. Angel's movements suddenly seemed to lag and move in slow motion.

"Angel?" She asked.

The world was now spinning. She was suddenly very lightheaded. Angel seemed to fade away from existence. His white coat turned a dirty shade of orange. He seemed to grow into a giant, disgusting version of a bunny. Fluttershy dropped the teacup and it spilled all across the ground.

She tried to back away, but she fell and landed on her back. "Aan-geLl?" She slurred. "Whatsh gong ong?"

She tried to get up, but she only felt her muscles and everything inside her shut down. The world around her seemed to distort and fade away little by little before she spiraled into darkness and fell unconscious.


	12. Reconciliation

Pinkie Pie watched the battle ensue from above. Rainbow pounced onto another thug to her left. Batman rolled on the ground toward the nearest thug on his right and gave him a swift, yet strong uppercut. He flew into the air and Batman threw a bat-shaped boomerang at another thug. He grunted loudly and went down. Rainbow smacked into a thug as hard as she could and knocked him out cold. Two thugs ran up behind her. Rainbow bucked them with her back legs, and they grunted in pain. She flew into the air and looked back. They had already recovered from her kick. She wished that Applejack had been here with them. The thugs would have flown back against the wall if they attacked her.

An alarm on the other side of the room caught her attention. A thug was attempting to get a rifle from a locked box. She booked it over to him and slammed into the back of his head. It made a loud, disgusting crack as she impacted. She probably broke his skull. She felt a strange combination of shock, horror, and satisfaction as he wailed and went down.

She turned to see the two thugs from earlier charging at her. Beyond them, she saw Batman fighting three more thugs. One of them wielded a lead pipe like a sword at him, while the other two used their fists. He yanked the pipe out of his hand and kicked him back. Then he bent it in half and threw it at the thug's head.

Rainbow was astonished at Batman's strength. He couldn't be just a man. There is no way someone could be that strong and be just a man. She didn't believe it.

Her awe betrayed her as the two thugs closed in. The one on the right gave her a swift kick. She barely had time to react as the boot impacted her back leg. She screamed and tried to fly away. The other thug grabbed her front leg and threw her down on the ground. They both began to kick and punch her while she desperately tried to escape. She screamed for help.

"Dashie!" Pinkie Pie gasped from the opening in the ceiling. She had remained in the ceiling above because of her conflicting feelings toward the situation. Rainbow Dash and Batman were fighting a group of people whom she had acquired the trust of, thanks to Joker. She didn't want to hurt anyone, because she had become friends with the clown thugs. Once she saw Rainbow being assaulted though, she decided she had to do something. No one was going to hurt her best friend like that and get away with it.

She bounced down the hole and fell to the floor below. As soon as she impacted, she got a brilliant idea. She shot into the air toward the ceiling. Thinking quickly, she bounced off the ceiling, the wall, the floor, and all over the room like a bouncy-ball full of energy. Every time she hit a surface, she made a loud "BOING!" sound.

Her bouncing grew faster and faster until she was nothing but a pink blur flying all over the room. Bounce after bounce, she quickly calculated the angle and trajectory of the surfaces of the room and the location of each thug. There were six more that were still conscious and fighting. Well, they had been fighting, but they were too distracted by the energetic pink pony that was bouncing all around the room.

She bounced on the wall, ceiling, and opposing wall in the upper corner of the room before she took off toward a thug. She bopped onto his head and bounced off toward another thug. She imagined that she was playing a huge game of connect the dots where she was the pencil and the thugs were the dots. In the matter of about five seconds, she had impacted each of the thugs a number of times to stun them and make them all loopy.

Now she would let them have it. She sped up her bouncing and hit each thug once again as hard as she could. They each fell to the ground and writhed on the floor for a moment before going silent. She saved the two thugs assaulting Rainbow for last. She hit the one who had kicked Rainbow and bounced to the other thug. She continued bouncing back and forth into each one as hard as she could. Before they both fell over. She stopped bouncing, stood on the thug's head and began to jump up and down on his face. Like she had stomped on Cranky Doodle Donkey's first wig when she thought it was a spider.

"Don't! Hurt! My! Friend! You! Big! Fat! Meaniehead!" She shouted angrily with every stomp.

Eventually she stopped bouncing and looked at him angrily. She then smiled and laughed as hard as she could. His face wasn't covered in bruises, but he did have the funniest look on this face. His eyes were pointed out in both directions and he had the dumbest, silliest buck-toothed grin she had ever seen.

She bounced off and went toward Rainbow Dash. "Are you okay, Rainbow?"

Rainbow was still lying down on the ground. A few bruises began to form all over her, but she didn't seem to care. She looked surprised and confused when she saw Pinkie. All she did was nod slowly. Pinkie grinned and picked her up in a big hug. Rainbow squirmed slightly while she was in Pinkie's embrace.

She released her and they walked over to Batman. "So, where to now?" She asked with a smile. Even he looked like he was at a loss for words. His mouth was slightly agape as he watched the pink pony. Neither her nor Rainbow had ever seen Batman like this. It was like he didn't know what to do or say.

"Um…" He began. He cleared his throat and looked around. "There's a terminal over on the wall over there. It will open the doors."

"Okie dokie lokie!" Pinkie said. She bounced over to the terminal leaving Batman and Rainbow alone.

"What… was that?" He asked her.

"That's…" She paused, looking for the right response. "That's just Pinkie Pie being Pinkie Pie."

Batman looked at her again. " I don't understand her. She's… different."

Rainbow walked toward the terminal. "Join the club, Batman. We've got jackets."

Batman followed her over to the wall. The concrete ground was cracked and covered in dirt. There was a pair of railroads leading to a set of large green doors. On the railroad was a large subway car covered in garbage and other refuse. The whole room was a mess and was covered with miscellaneous items.

Batman pulled out his tiny computer and began to hack the terminal. "What's that thing called?" Pinkie asked him.

"A cryptographic sequencer." He replied.

She replied with an "Ooooo" before she produced one of his boomerangs. "What about this thing?"

He snatched it away. "A Batarang. Where did you get that?" He asked as he inspected a pocket on his belt.

"Well, I picked it up when I was bouncing around the room. I saw it so I stopped bouncing really quickly and picked it up so I could give it back to you!" She explained.

Batman's face hardened once again. "Pinkie, you didn't stop bouncing once! We saw you!" Rainbow exclaimed.

She giggled. "I did it so fast that it was invisible! Pretty cool, huh?"

Rainbow and Batman looked at each other again before she shrugged and Batman resumed hacking the terminal. The sequencer beeped and the doors began to open slowly.

They looked out into the next room. The railroad had another train car sitting at a station on either side. There were platforms and bridges above were destroyed and sagging down to rest on one of the trains. It was an abandoned subway terminal. Some of the lights in the room were on, but most were burned out. The railings' designs and the room's architecture looked really old yet, advanced. Almost like this room had been the product of a technological revolution from very long ago.

Batman turned right and walked toward an archway on the station. He took a few steps before he put his fingers to the side of his head. Rainbow's stolen radio buzzed at the exact same time inside her black saddlebag.

"Protocol 10 will commence in 5 hours." Strange said.

"Protocol 10." Rainbow thought to herself. "It doesn't sound good at all. What is Strange planning to do?"

Rainbow continued to think to herself as she flew in the air behind Batman. He walked up the stairs and went through the door. She hoped he knew where he was going. Judging by the size of this room and the maze they had been in earlier, it would be easy to get lost in here.

The door led to an old alleyway. There was a very dirty window to what looked like a shop directly in front of them. They walked left and continued down the alleyway. It was filled with widows, old boxes, garbage cans, there was even an old streetlamp at the end of it. What was this place?

They reached the streetlamp and turned right. The floor was completely gone and there was now a pool of water below them. Old support beams, pipes, wires, and other things littered the area around them. The skeletons of old, decaying buildings surrounded them. It was like there was an entire underground city below Arkham City.

Across the pool of water was a platform. Batman into his belt and produced the line-launcher. Pinkie rushed to his side. "Can I have a ride?! Pleeeeeeeeeeeeease?!" She begged.

Batman hesitated. He looked at her and saw her puppy dog eyes as she begged. He exhaled, giving a slight growl and picked her up. She smiled wide and trembled with excitement. He aimed his line launcher at the wall and shot. He zipped along toward platform. Rainbow shook her head with a smile and began to fly along with them.

In the air, Rainbow noticed something about her. Her wing felt really sore. With each flap came a slight stinging. True she had just been beaten and kicked, but it was like her wing was slowly getting worse and worse. She hoped it was nothing, and tried to keep up. She flew past Batman and Pinkie. Suddenly, she felt a really sharp pain in her wing. She yelped and fell down. She barely caught onto the edge of the platform and tried to pull herself up. Her wings flapped reflexively to help her, but it made things worse. She felt an awful pain all throughout her starting from her wing.

It shocked her and her grip on the edge loosened. She was about to fall into the water when Batman grabbed her hoof from the ledge. He pulled her up and set her down on the ground. She squirmed and writhed in pain.

"What's going on?" Batman demanded.

"I don't know!" Rainbow cried. "My wing! It hurts like crazy!"

Pinkie watched as Batman carefully grabbed Rainbow's left wing. He pinched it at the base and slowly made his way toward the tip. When he reached the joint in the middle, she wailed in pain.

"What are you doing?! Don't hurt her!" Pinkie ordered.

Batman's eyes were pure white as he examined Rainbow. Almost like an illuminated white screen was in front of them. "Her wing is broken in that spot."

"What?! Broken?! No way! Twilight fixed it with her magic spell in the museum!" Rainbow said with defiance. "She assured me that it was fixed!"

"Well, it looks like it's wearing off." Batman concluded.

Rainbow's tear-filled eyes widened. "Wearing off?! How am I supposed to do anything now?!"

She winced as she closed her wing. Batman looked at Pinkie. "Do you think you can carry her if she needs it?"

Pinkie nodded. "What happened in the museum, Rainbow?"

Rainbow closed her eyes and breathed heavily. She tried to answer, but the pain was throbbing now. Every time her heart beat, it sent another painful feeling. "We were rescuing your friends from Penguin and he blew up the platform he was on. A piece of debris fell on her wing and broke it. Your other friend Twilight used some of her magic to heal her but apparently, it isn't going to last forever." Batman answered.

Pinkie gasped. "Oh no! What are we going to do now?"

"We need to keep going." The sooner we find Ra's, the sooner we can get back to her."

Batman picked Rainbow up and set her on Pinkie's back. Pinkie looked worriedly at her friend. Rainbow was breathing heavily and crying. Pinkie gave her an assuring look, but she knew that she wouldn't be okay if they didn't hurry.

Batman looked up to the platform above. "The signal's coming from up there." He pulled out his grapple gun and looked at Pinkie and Rainbow. "Rainbow, hold onto Pinkie as tight as you can. Pinkie, you grab my leg."

They nodded and Pinkie grabbed Batman's leg. He shot at the platform above and they all propelled into the air. It caught Pinkie by surprise. She hadn't expected it to be that fast. Batman grabbed the edge and hoisted his leg up. Pinkie released him and jumped to the top of the platform. Batman pulled himself up as well.

In front of them was a wooden green door. They all approached it and walked through. They were now in a hallway in an abandoned building under the streets of Arkham City. The floor was destroyed in a few places, and there were holes in the walls and ceiling. At the end of it was another dirty window with a bleak light shining through it. On their right was a few bookshelves filled with many different books. Pinkie thought that Rainbow and Twilight would have a ball down here if the situation had been different.

Pinkie followed Batman as he began walking down the hallway. She eyed the different book titles on the bookshelf with wonder. Batman took a few steps before he started limping. He walked sluggishly and groaned. He leaned to one side as he reached for something to steady himself; he missed and fell to his hands and knees. He held his chest and inhaled painfully through his clenched teeth.

"Batman! What's going on? Are you okay?" Rainbow weakly asked.

"What's happening?" Pinkie added.

"Just… give me a minute." He violently coughed and tried to stand up. "I'll be alright."

Rainbow hopped off Pinkie's back and went to his side. She helped him up as best she could. Pinkie went to his other side and also helped. He finally got to his feet and shook off the pain.

"No you wont, Batman! We're running out of time!" Rainbow said.

"What was that about?" Pinkie asked.

Rainbow looked at Pinkie. "Joker infected Batman with his poison and now he's finally feeling the effects of it!"

Pinkie blinked and backed up as Rainbow walked toward her angrily. "Your 'bestest best friend' in Arkham City poisoned the only person here who has a chance to get the cure for him! Now he's in serious pain and so will tons of other people just because its what he wants!" Rainbow felt really weak as she continued toward Pinkie, but she didn't care. "Joker has brainwashed you and has told you a bunch of lies and spoon-fed you a huge helping of garbage in order to make you think that killing millions of people is okay! Joker. Is. Evil!"

Pinkie's hair deflated as Rainbow yelled at her. She sat there, stunned as she processed all that she had said. "But… he-"

"No! No Buts!" Rainbow interrupted. "Nothing about this is justifiable! Everyone that will be affected by this poison, all the people that will die, nothing you or anyone will say will make this okay!" Rainbow paused to see Pinkie's face. She was starting to cry. "All those people in Gotham that will die, every person out there has a family and life. Some people may be better than others, but that doesn't make it okay to kill them. There will always be someone better than someone else."

Pinkie cried at Rainbow's onslaught of words. Rainbow didn't care. Pinkie needed to hear this. Pinkie sank her face behind her hooves and cried. "I'm," She sniffed. "I'm so confused! Everything he told me made sense and everything you're telling me makes sense, I just don't know what to believe!"

Rainbow breathed angrily through her nostrils. Pinkie sat on the floor and cried at Rainbow's words. Batman wobbled slightly as he watched them for another moment. "Come on." He said. "We need get going. We can talk about this later."

Rainbow stood there for another moment and glared at Pinkie. Pinkie looked back at her, unsure of what to say. Batman slowly walked toward the window again. "Pinkie, what you're thinking is wrong and you need to snap out of it. I can't be friends with someone or somepony who thinks something like mass murder is okay." Rainbow's eyes softened, but they were still looking at her with the same manner of seriousness. "I don't want to lose you as a friend, but if you keep thinking this way, you'll leave me no choice."

Pinkie looked up at Rainbow with shock. "W-What?"

"I refuse to be friends with Joker or anypony who sympathizes with him. I need you to see reason, Pinkie Pie. Everypony else will see my side of it, and you wont have us as friends anymore."

Pinkie's eyes welled up. "Y-You c-cant do that to me…"

"Believe me, we won't want to, but we will if you don't come over to our side." Rainbow said. She walked after Batman. Pinkie had a lot to think about.

They exited the hallway. The window had belonged to another building that was right next to the one they were currently in. They stepped onto a wired floor that was suspended above an alleyway. Instead of a street below them was a large mass of water. Just like in the previous room. Batman and Rainbow turned left and looked across the way. Clear on the other side of the room was a section of destroyed wall. On the brick wall beyond was written "Arcadian Elixir of Life". Rainbow had no idea what it meant.

They heard talking from a little bit away. "Man, what's in these things?"

It was more of Joker's thugs. "Guns, explosives, thermal trackers, everything an army needs."

A third thug answered. "To kick Penguin's ass!"

Pinkie had sluggishly and sadly caught up with them while Rainbow and Batman were observing the room. Batman motioned for each of them to grab onto one of his legs as he pulled out his line-launcher. They complied and he shot at the wall with the writing on it and slowly zipped past a group of thugs standing in a room. There was a massive hole in the wall between them and the thugs. If they so much as glanced out the hole, they would be spotted. There were six thugs all together. Two of them had rifles, one of them was wearing armor, another one had a glowing blue shock baton, and the last two had their fists.

"But how come we've got 'em? Isn't this place supposed to be a prison?"

They reached the other side and dropped down. Rainbow had been wondering that about this place also. If this was really a maximum-security prison, why were the inmates allowed to have guns, weapons, and other technology? It didn't make any sense.

"You ask a lot of question's, boy. You sure you're on the right side?"

"What are you saying? Of course I am! Joker's my man you know that! Been in his crew for years!"

"So stop asking questions. You know J don't like questions."

"Okay, sorry. Just seems weird, that's all."

It was weird. None of this made even a little bit of sense. How was Joker and Penguin getting all these weapons? What did it have to do with Protocol 10? What was Protocol 10? Rainbow was going to have to really pay close attention to this.

Batman looked over to the location of the thugs in the buildings. The illuminated white screens went over his eyes once again and he sat there for a few moments.

"What's going on?" Rainbow whispered.

He didn't answer. He stood there for a moment longer before he turned to Rainbow. "Give me that radio you have."

Rainbow reached into her saddlebag and produced the radio. He took it and removed the back casing.

"You guys know what this place is? I never heard of no 'Old Gotham' before." The thug asked.

Batman took out a small blue piece of plastic and put it inside his gauntlet. He left it there for a moment and it beeped before he removed it and placed it back in the radio.

"I guess you never went to school, did ya?" The second thug replied.

Batman gave the radio back to Rainbow. "You'll be able to hear all my communications with Oracle or any radio I can hear. Contact me if we get separated." He whispered.

Rainbow nodded and turned down the sound low in advance. She didn't want to attract any attention to herself if she ever needed to be silent.

The third thug spoke. "What happened? Too busy wetting your bed to learn something?"

Rainbow grinned. They were so mean to each other, but she had to admit that it was kind of funny.

"If you'd bothered learning something, you would know that what we call Gotham is actually built on top of the old city."

"What old city?"

Rainbow listened intently at this. It was all really interesting.

"Old Gotham. There was some kind of fair, hundred years ago, maybe more. Something happened and bits were demolished. A new city was built on top of it."

"You learn something every day, don't you?"

That blew her mind. There was an entire city down here that was totally hidden from the world. It made for a really cool story. One that she was sure Twilight could enjoy. She looked back at Pinkie. Her mane was still deflated and she looked zoned out. Rainbow didn't know if she was interested in Old Gotham as well, or if she was thinking about the argument they just had. She hoped it was the latter.

Batman crouched and tiptoed over toward the thugs. They went between the far wall and a destroyed portion. They stopped at another opening to a room. This is the room the thugs were in. Batman turned around to face them both. "Don't move from this spot. I'll be right back."

Rainbow and Pinkie nodded. Batman walked the other direction and used the line-launcher to zip over the pool of water. Rainbow and Pinkie shared a glance before they turned their attention back to the thugs in the next room.

"So this Old Gotham, what happened to it?"

Rainbow rolled her eyes. This guy really didn't know when to shut up. However, she was still interested in the story.

"Don't you listen? I told you, there was some kind of accident, and it got built over."

"Yeah, I heard everyone died."

"That's your explanation? Some kind of accident?"

"Its what I heard."

"Whatever."

That was that. These guys didn't know anything else about it. Rainbow hoped that Batman knew and that he would tell her if she asked.

They waited behind the wall for a moment longer before a deafening explosion caught her and Pinkie off-guard. They heard screams and other cried from inside the room followed by the sound of punching. Rainbow snuck a peek around the corner at the scene. The ceiling above had been obliterated and Batman was now taking care of all the thugs in the best way he knew how.

In the matter of a few seconds, all the thugs were unconscious. Rainbow watched it all with awe and fascination. She popped out from behind the wall and stood there with one of the happiest expressions she ever had. Batman met her eyes with his of neutrality. Rainbow saw this and quickly corrected herself. She tried her best to conceal her fangirl outbursts. It didn't work very well.

She looked around the room. Wooden boxes were stacked on top of each other all the way to the ceiling. They all had the TYGER logo on them. Rainbow looked inside one that was already opened. It was a very dangerous-looking assault rifle. Joker was building an army.

"Where did they get all this stuff?" Rainbow asked.

"It looks like he's stealing them from Strange's TYGER guards." Batman replied. He put his hand to his head and began to speak. Rainbow's radio buzzed to life. "Oracle, it looks like Joker is sending is crew down to steal weapons off the TYGER guards."

Oracle spoke. "That's not good. Those guys are armed with the latest military weapons. If Joker gets his hands on that stuff," She paused for a moment. "Well, you know."

"He won't. I won't let him." Batman replied.

Rainbow's radio shut off. Batman began to walk toward the door. She had failed to notice it before, but the room they were in was lop-sided. The door was leaning to the left on a slight angle. These buildings had to have been about a hundred years old.

"We're getting closer." Batman said.

"Good. The sooner, the better." Rainbow replied.

Batman walked through the door. Rainbow was about to follow him when she turned back to Pinkie. She was looking at the gun cases blankly and thinking to herself. Rainbow walked back to her. "Pinkie, come on."

Pinkie didn't take her eyes off the boxes. Her eyes were extremely sad as she glanced around the room full of unconscious clown thugs.

"Pinkie." Rainbow repeated.

Pinkie nodded slowly. "I'm coming, Dashie." She turned toward her and began walking. Then she stopped and looked Rainbow in the eyes. "I can still call you that, right?"

Rainbow felt a huge pang of guilt. She looked away from her for a moment before turning back to her sorrowfully. "Of course you can, Pinkie Pie."

Pinkie nodded and continued toward the door. Rainbow stepped in her way. "I just need you to see everything for how it is. Do you really think that what Joker wants is a good thing?"

Pinkie looked at the ground for a moment. She stood there sadly before answering. "No."

"Do you really think that Joker is someone who deserves to be felt sorry for after all he's done?"

Pinkie paused for a moment. "Well, he thinks he does."

"And that's his point of view." Rainbow said. "What about in the big picture? All the people he's killed, all the families he's broken, what about them? Shouldn't you feel sorry for them more?"

"He didn't talk about them." Pinkie replied.

"Because he doesn't care about them." Rainbow confirmed. " He only cares about himself." She paused to try and find a way that Pinkie could understand best. "You know how you play harmless pranks on everypony from time-to-time?" Pinkie nodded. "And you know how some ponies are more sensitive than others? Like Fluttershy?" Pinkie nodded again. "Well, you need to understand that Joker is the kind of person who plays pranks on anyone. Not harmless pranks, really dangerous, really mean pranks. And the people he plays them on are like Fluttershy. They don't like the prank, and they don't want to be pranked like that."

Pinkie thought for a moment. "That makes sense. I guess that's why people have been saying he's not a really good person, huh?"

Rainbow grinned. "That's exactly why. Joker is basically a really big bully. He does whatever he wants to whoever he wants, and he doesn't care about how they feel."

Pinkie's eyebrows furrowed and she looked up at Rainbow. "Well, that's not good." She said.

"No it's not. Batman is one of those people who stand up to bullies and say that he's had enough. That's why Joker thinks he's the bad guy. Batman is trying to stop Joker from doing this to anyone anymore."

Pinkie nodded. "That's right. I can see that now."

Rainbow smiled. "Well then lets go help him!"

Pinkie smiled too. "Okay! Lets do it!"

They both turned and walked toward the door. They opened it slowly and looked into the next room. The interior was destroyed and the room beyond was massive. Batman was crouching by the opening and looking out into the room.

"Please don't hurt me!" A female voice said.

Pinkie and Rainbow looked at each other worriedly and crept beside Batman.

"We ain't gonna hurt you, sweetie. Not a pretty little thing like you." A thug said.

As they neared the edge, they peered out. Directly below them was a large platform with three armed thugs surrounding a woman with her hands on her head. Behind them was a large structure that reached all the way to the ceiling. The structure's walls had the same kind of intricate designs that the subway terminal railing's had. It looked old, yet new at the same tome. The woman looked absolutely terrified. Rainbow couldn't see any other thugs.

"How many are there?" She whispered to Batman.

"I don't know. Someone in this room is using a signal jammer. I need to neutralize him so I can scan the room for targets." He replied.

"Please! I'm an intern! I don't know what's going on here!" The woman begged.

"Can I have her?" A second thug asked.

"No, you got the last one. Get the rest of the guns and stack 'em up over there. We're on a schedule here." Replied the first.

Rainbow couldn't imagine what the thugs did with them. She didn't want to know. Batman crept out onto a gargoyle that was positioned right in front of them. "Stay here. I'll be back."

"Okay." Pinkie whispered. Batman used his grapple hook and swung into the darkness on the right.

"What are these things?"

"Military-grade interference generators. Best money can buy. These babies screw with all electronic equipment in their vicinity. Now, stop yapping and get moving."

Pinkie identified the thug with the generator on his back. He was standing right next to the woman and facing the other two thugs right beside her. Pinkie tried to think of a way to help. Batman wasn't feeling well and Rainbow's wing was broken. She needed to do something.

"Man, she looks scared."

"She's all alone down here with us. She should be scared. We're not nice people."

The woman was sobbing by now. "Oh, God. Please, I can't fix him! Please let me go!"

"Sorry doc, you're ours now. Just do me a favor, huh? Don't try to run. I'd hate to have to punish you. You've got such a pretty face."

"Yeah, you don't want a bullet going through it." The other thug replied.

"Me, I favor the hammer. More personal, you know? You can feel every blow. Understand the complexity of the human body as its deconstructed into a primordial sludge."

Pinkie almost threw up. These were Joker's guys talking about beating a woman to death with a hammer. Not just him saying it disturbed her, but the way he said it. It was like he had done it before and he knew how good it felt to do that to another person. It made her feel sick.

"That's deep, man. I had you all wrong, I was told you just liked hitting people with hammers."

"Who told you that?!"

"No one."

"Tell me. Tell me which miserable piece of worthless crap needs a talkin' to!"

"I don't know man, I can't remember!"

"Ha! I'm just screwin' with you! You okay, doc? You don't look too good."

Pinkie's eyebrows furrowed angrily at the thugs. She wanted to do something to him so bad to make him pay for that. He probably scared the poor woman terribly and all he and the other thugs did was laugh at it. She was finally seeing what Rainbow meant about Joker not caring about who he hurt.

The intercom in the room came on. "Oooh! I think I just heard someone's skull cracking against the nice hard floor! Mind the bloody puddle."

Joker announced that someone in the room had been taken out. The thugs that Pinkie could see began to look around in confusion for a moment before they clamored toward the staircase. One thug remained behind to watch the doctor. The rest of the thugs went underneath the platform before one shouted. "Over here! I found someone!"

Pinkie looked around to see something, but she couldn't see anything. She carefully looked left and right, but no one was there. She waited for a few moments in silence before the intercom came on again.

"Is that the sound of one of your faces hitting something hard? I hope so." Joker taunted.

"You heard Joker!"

Two thugs ran up the staircase on the right side of the room and toward the back. The one in front waved his arms in the air frantically. "Got another one!"

He was accompanied by two more. They vanished behind the pillar. The thug that was watching the doctor approached her slowly before grabbing her arm and pointing the barrel of the gun at her head.

"Come with me!" He ordered as he wrapped his arm around her neck.

Pinkie watched as the woman was about to have her brains blown out if Batman didn't do something soon. The thug was facing out toward Pinkie and Rainbow's hiding spot. The woman was trembling with terror and tears were streaming down her face.

Behind them, Batman climbed up to the floor from directly underneath the large structure. He silently approached the thug and wrapped his hands around his mouth. The thug released the woman and she ducked for cover beside a few boxes of guns that were stacked up beside them. The thug screams were muffled as he flailed his arms around his head for a moment. His arms finally went limp and Batman dropped him to the floor.

He aimed the grapple gun at one of the gargoyles and grappled up. Pinkie followed him with her eyes. He climbed up and looked around at the environment below. A thug began to walk out from behind the pillar at the far end of the room. Batman dropped and hung upside-down and waited for the thug to walk directly underneath. When he did, he dropped to the thug's level and enveloped him in his cape. He then rose up to the gargoyle again and dropped the thug off. The thug screamed and fell to the ground. A rope was wrapped around his ankles leaving him suspended upside-down a few feet above the ground.

The remaining thugs ran toward the hanging thug. "What are you doing up there?" One asked.

"Cut me down! Please!"

They returned to their patrol. They were terrified now. Any one of them could be next. Pinkie looked back up to the gargoyle, but Batman was gone. She tried to find him, but she couldn't see him. She looked back to the thugs. One went beside the pillar on the right. Immediately, Batman reached out and incapacitated him. He was so fast that Pinkie barely saw him. The remaining thug turned around and the sound with his rifle raised and ready.

"Don't move Batman! Don't move!" He ordered. He stood there for a moment while Batman walked toward him. The thug began smacking his gun as hard as he could. "Come on! What's wrong with this stupid thing?!"

He threw the gun on the ground and raised his fists. Batman was already a step ahead of him. He threw a punch and the thug flew backwards, unconscious. He grappled into the air and disappeared.

"Oh, I can't believe you let him stop you! What is it?" Joker began coughing and wheezing on the intercom. "Not enough secret weapons from old Hugo?"

Pinkie looked around. It was dead silent. The woman got to her feet and timidly looked around. "Hello?" She called. "Hello, is anyone there?"

Batman glided down from a gargoyle somewhere on the left and landed right beside the woman. She took a startled step backwards. Batman looked up to Pinkie and nodded.

Pinkie grinned. "Okay Rainbow. The coast is clear." She turned around to see Rainbow curled up into a ball and shivering violently on the floor.

"Rainbow! What's wrong?!" Pinkie asked. She ran to her side and looked at Rainbow's eyes. They were wide and her pupils were like pinpricks. Her teeth were chattering as she tried to speak to Pinkie.

"P-P-P-Penguin…. W-W-Water… F-F-F-Froz-zen… T-T-Twilight…" Was all she could get out.

Pinkie began to panic. She didn't know what was going on. Rainbow was freezing to touch. Pinkie tried to warm her up in any way she could. She wrapped her in a tight hug and rubbed her as much as she could. It froze Pinkie, but she had to do it.

It wasn't working. Rainbow just seemed to get colder and colder. Pinkie continued to rub her friend harder and harder to try and get her warmer but to no avail. Rainbow's expression became totally blank. Her breathing was short and choppy.

Pinkie didn't know what else to do. She turned around and ran toward the opening. "HELP! BATMAN! HELP US!" She screamed at the top of her lungs.

She ran back to Rainbow Dash and tried to warm her up again. About ten seconds later, Batman was right next to them. "What happened?"

"I don't know! After you said it was okay to go, I turned back to Rainbow and she was like this! She's freezing and I can't warm her up! What's going on?!" Pinkie explained shakily.

Batman examined her as she shook on the ground. He tried to warm her up as well, but he didn't do any better of a job. "Did she say anything?" He asked.

"Yeah! Something about Penguin and frozen water and Twilight!" She said.

"Your friend's magic is running out. Rainbow fell into a frozen lake and she cast a spell on her to give her warmth. If she hadn't, then she would have gotten hypothermia. Its likely that spell is wearing out too." Batman explained.

Pinkie's eyes widened. "What are we going to do?!"

Batman picked Rainbow up in one arm. "We need to hurry and find Ra's. Its her only hope."

Pinkie didn't ask questions. She grabbed Rainbows saddlebags in her mouth and followed Batman out the opening. He jumped down to the ground and began to make his way to the staircase.

"Oracle, its me. Joker's not stealing the weapons from Strange, Strange is giving Joker the weapons." Batman said.

The radio inside Rainbow's bag gave Oracle's reply. "Are you sure? Of course you're sure. Why would he do that?"

"Maybe he's trying to control who runs the streets. I'm going to find out why." Batman replied.

Pinkie followed him underneath the platform. There was a large statue of a globe beneath the structure in the center. It was surrounded by many other various things that people could've found interesting about this place like posters and propaganda. Pinkie paid hardly any attention to any of it. Only one thing was on her mind and that was getting to Ra's and saving Rainbow.

They approached a section of the wall that was covered in yellow caution tape. An illuminated sign above wrote the words "Wonder City." Pinkie wondered how many cities were underneath Gotham.

Batman stepped through the door and Pinkie followed. Directly ahead of them was a bronze wall with the words "Welcome to Wonder City" written on it with white paint. As they stepped toward it, an intercom came on with a voice she did not recognize.

_"This world is doomed. Cities like Gotham will grow to resemble Hell breaking through the sidewalk, continuing up into the sky."_

Batman took two wobbly steps before collapsing onto his knees. He dropped Rainbow and she grunted painfully on impact. Batman tried to catch her, but failed. He sat on his hands and knees and looked at the ground. Pinkie ran to Rainbow to help her, but looked back to Batman. She tried to help him up, but Batman couldn't get up.

"Batman! Get up! Come on! Please, get up!" She begged.

_"Structures will grow to blot out the sun, and the people who live in them will be choked by the pollution they create."_

Batman coughed up blood and it splashed on the ground. He slowly got up and coughed again. More blood spilled to the ground. He clenched his fists in anger as he finally rose to his feet.

_"Eventually, when no space remains, this world will die, struggling for breath as man's mistakes nail the coffin shut."_

He slowly stood up and focused his eyes on the wall ahead. Pinkie looked at him worriedly as he groggily stepped forward. She had never been this scared in her life. The only one who had a chance to save her best friend and all of Gotham was on the verge of death himself.

_"But this doesn't have to be your future, Gotham."_

Batman took out his electric gun and aimed it at the generator on the ground at the base of the wall. He fired and the wall parted in two ways down the middle.

Directly in front of them was a clown thug, running at them. "They're… Everywhere!"

The thug slowed down and collapsed. A sword was sticking right through his body. He lay where he collapsed. Dead.

_"There is a better way."_

Pinkie covered her mouth with her hooves and began to panic. What did he mean? Who killed him? She was so horrified that she didn't even notice the ceiling was covered with the hanging bodies of other inmates until a few moments later. She almost collapsed where she was.

Batman slowly walked forward. "Come on. We need to hurry."

Pinkie shook her head. "No way. No way I'm going in there. This is way too scary." She trembled.

Rainbow wheezed at her. "Pinkie… I-It's ok-kay. You can do it."

Pinkie looked down to her friend. She was smiling as best she could. Pinkie gulped and nodded. She helped Rainbow onto her back and followed Batman, trying her best to not look at the grotesque scene above her.

They approached the end. There was another bronze wall right ahead.

_"Behind this wall is mankind's chance for survival. A glimpse at a future based on an amazing discovery. A discovery that will allow Gotham to ride like Lazarus, becoming a beacon of hope for this world."_

The words "Get out or die" were written on this wall. Batman aimed his electric gun at the generator at the base of the wall and fired. Like before, the wall split down the middle and opened.

_"Are you intrigued? Then step closer. Witness the future of Gotham City."_

They stepped into the next section. Suddenly, three bursts of smoke appeared and three ninjas jumped out of the cloud. Batman groaned slightly before running toward them. Pinkie and Rainbow ran off to the side and stayed out of the way.

Batman engaged the three ninjas as swiftly and as skillfully as he had done previously. With all the flips, swords, and other tricks they had, these ninjas proved to be more of a challenge.

_"The heart of Gotham's future beats with Lazarus technology. They power of Lazarus is pumped into every street, every home, providing clean, safe energy."_

Batman dodged almost every swing of the ninjas' swords. They got him a few times, but he continued fighting just as hard. He fought until one was unconscious, then he rolled to kick another one. The ninja dodged his attack. Batman paused for a second before springing into the air at the ninja and impacted her face with his fist. The remaining ninja prepared for an onslaught with her sword, but Batman swung his cape at her. She wobbled back, stunned. Batman began to punch her as quickly as he could before he head butted her against the wall. She was out.

_"Mechanical Guardians will serve you, watch over you and when necessary, protect you from the worst of mankind's sins, but more importantly, our beautiful world will survive."_

Batman breathed stood where he was for a moment to catch his breath. Pinkie made sure Rainbow was safe on her back and joined him. They stood directly in front of an old-time picture of a busy city street. Batman looked down and sprayed his explosive gel onto a section of the ground. They all stepped away and he detonated it.

The wall exploded revealing another electric power generator. He took out his electric gun and aimed it at the generator.

_"Ladies and Gentlemen, allow us to present to you the future..."_

He fired and the wall slowly parted revealing an abandoned city street full of old architecture, technology and other old-time scenery. The announcer read the sign directly in front of them.

_"...Wonder City!"_


	13. Sorrow

Stepping through the massive door, Pinkie Pie looked around with awe at the ancient city before her. Wonder City in all its glory was preserved underneath the streets of Gotham after all this time, and no one except for Batman and a few others had known about it. The style of architecture and the theme of the streets alone reminded her of a few pictures she had seen of Manehatten in the past. The buildings' styles were almost identical to the style that they had used on the buildings in cities all over Equestria many decades ago.

She figured if Rainbow Dash hadn't been as weak and as in pain as she was now, she would probably be showing much interest in a place like this. She would probably be flying around and asking questions about everything she saw and talking Batman's ear off with all sorts of questions. They would all be doing much better if Rainbow was okay.

Blowing her deflated mane out from in front of her eyes, Pinkie looked over her shoulder at her friend lying on her back. Her eyes seemed to glide off of everything on the street as they walked. Almost like she didn't know or didn't care about anything around her anymore. She was just there.

"Hang on, Dashie. We're almost there." Pinkie whispered to her with a small smile.

She turned forward again and the smile vanished instantly. She didn't know if she was going to be okay at all. Rainbow was extremely weak and was hanging on to the threads of life. If they didn't get to where they were going really soon, she didn't think Rainbow Dash would get back home alive.

Pinkie followed Batman down the main street. They passed many different shops, stands, displays, and alleyways as they made their way down. A series of copper pipes ran along many of the buildings on either side and across the street above them. In a few pipes she saw some sort of green liquid that ran through them. She figured that was the Lazarus that powered the buildings and technology down here that the announcer had mentioned.

Pinkie also noticed many old robots along either side of the street. A few were in display cases behind grimy glass, while others were sitting on the ground. Like the rest of the city, they looked very old, yet very new. Almost like their technology was way ahead of what was supposed to be available back then. Their eyes were glowing with a soft blue light, but they showed no other signs of intelligence.

They reached the end of the road where a massive door blocked their progress. The door was covered in cobwebs and dust. Pictures of the same robots were carved in the door. Batman stepped forward to examine it.

"The tracker's signal continues beyond this door, but the door looks like it's been sealed for decades." Batman said.

Pinkie also tried examining the door. She placed her hoof on it and pushed a few times. "How do we get past it?" She asked.

Batman looked around. "The Assassins must be using another way to get through."

Pinkie took her hoof off the door and looked around for another door. She walked off to the right side of the street and pressed her hoof against the brick walls, hoping to find a secret passageway or something. She figured Ninjas and Assassins are really secret and sneaky so they had to use a secret and sneaky way.

She stepped over the robot that was sitting on the ground at the base of the wall and continued down the street. "Hey, Batman?" She asked. "What are these things for?"

Batman looked over to where she was. "These must be the famous Mechanical Guardians of Wonder City." He approached the robot. "It looks like their inner workings were very advanced. I'm detecting a kind of memory tape they used, almost a primitive video."

Pinkie looked back at him. "Like a camera?"

Batman nodded. "Perhaps I can scan and analyze it."

Pinkie stood back and watched. Batman's eyes went white as the tiny screens covered them again. He stared at the robot for a few seconds. She noticed that the longer he stood there, the more the robot's eyes intensified. They glowed brighter and brighter and she swore she heard a small humming from inside its head. Eventually, the robots head exploded, startling Pinkie, and it went limp where it was.

"Damn it!" Batman exclaimed. "The data is incomplete!"

Pinkie looked up at him. "Did you find out where the secret door is?"

"No, but I did get enough to analyze the guardian's inner workings." Batman said as he pressed a few buttons on his gauntlet. "This is way ahead of the technology that should have been available back then. It looks like the data is stored in a shared memory pool. Maybe I can retrieve the information from the other guardians down here."

He turned and walked past Pinkie toward another guardian on their left. He stopped a few feet in front of it and stood there for another few moments. Like before, the lights on the guardian's eyes intensified and she heard a humming from inside it until it exploded.

"Is it working?" Pinkie asked.

"Yes, but I still don't have enough data." He turned to her. "You wait here by the door. I'll be back after I collect more information from the other guardians around Wonder City."

Pinkie looked at him uneasily before turning toward the massive door behind her. Then she turned back to him. "Okay… But please hurry."

Batman nodded and walked away. Pinkie noticed that he wasn't moving as fast as he usually did. He was limping and his movements were more sluggish. Whatever Joker had poisoned him with was making him very weak. She hoped that he didn't die while he was gone. There was no way that she would be able to get Ra's Al Ghul's blood on her own.

She shook her head. If Batman died down here she wouldn't need his blood, she would need his help. Batman said that getting to Ra's was Rainbow's only hope at this point. While she didn't fully trust Batman yet, she didn't have any other choice down here. She had to get to Ra's and she had to get his help. Rainbow's life depended on it.

She walked toward the massive door and sat down. She got Rainbow off her back and checked on her. Rainbow was mumbling very quietly and sluggishly looking around the room. Her wheezing breaths were slow and unsteady. Pinkie wrapped her in a hug and desperately tried to help her in any way she could. She heard her light and steady heartbeat as she held her close.

"Oh Dashie, I'm so sorry this happened." Pinkie said as she sobbed lightly. "This never should have happened to any of us, but especially you. You're the best friend a pony could ever have… I pinkie-promise you that I will never stop being the best friend I can be to you, I will never be anything that you don't want me to, and I will always be there if you need somepony… All I ask is that you make it out of here... No wait, I'm begging you. Please, please, please make it out of here… Please, Rainbow… For me…"

Pinkie sobbed as she held her friend close. She sat there as she let her tears soak into Rainbow's mane. She stroked it as she held her best friend close to her. Other than her sobbing and the faint hum of the liquid in the pipes around her, everything was absolutely silent.

Everything.

Pinkie's eyes shot open as she realized this. She stopped sobbing and listened closely. Silence.

"…Oh no…"

She brought herself up and looked at Rainbow. She was no longer mumbling anything, her eyes were completely still, and her heart was no longer beating.

"Rainbow?"

Rainbow did nothing.

"R-R-Rainbow?"

Again, Rainbow made no sign of acknowledgement. Pinkie put her hoof on Rainbow's face.

"C-C-Come on, Rainbow. N-Now's definitely not the time for pranks."

She shook Rainbow slightly in her hooves, but Rainbow stayed motionless.

"Th-Th-This isn't funny, Dashie. Come on. L-Let me know that you can hear me."

Rainbow stayed motionless.

"No…" Pinkie's eyes widened and she shook her head. "No…"

Fresh tears welled up inside her and began to spill out of her eyes like an overfilled sink.

"No…" Her voice cracked as she realized what had happened. "N-No… Rainbow Dash, you let me know that you're still in there right now!" She cracked.

"Wake up! Rainbow! Wake up right now!" She shook Rainbow vigorously in her hooves.

Pinkie let all her emotions out at the same exact time. Tears exploded from her eyes and her wails and screeches sounded like an angry ghost. She sobbed and cried as she held her lifeless friend in her arms. Rainbow's body was now soaked in Pinkie's tears as she continued to cry and scream as loud as she could.

"You can't do this to me, Rainbow Dash! You can't do this to me! You're supposed to be the Element of Loyalty! You can't abandon your friends like this! Its not fair!" Pinkie screamed, her sadness turning into fear and anger. "You can't abandon your friends! We need you more than ever right now! You can't do this!"

Pinkie hit the ground beside her as hard as she could as she held her friend close to her. She cried and cried as loud as she could. No doubt Batman would be along soon. She didn't care. All she did was just cry and wail. Nothing could be done now; it was hopeless. Pinkie looked at her friend once more and reached her hoof up and shut her eyes. She couldn't believe what had happened.

The day she dreaded more than any other had finally come. The greatest flier in all of Equestria was grounded forever. The pony that was always there for her friends was never going to help again. The pony that many others looked up to for inspiration was now just a memory. This pony was Pinkie's best friend in the entire world.

This pony, Rainbow Dash, was gone.

Pinkie sat in the middle of the street, curled up in a ball next to her lifeless friend. It had been close to ten minutes since she realized her best friend was no more. She had thought of everything she experienced with her. Every memory she had, every pony's life she had seen become a little better because of Rainbow, every time they had saved Equestria with Rainbow by her side.

How would she break the news to the rest of her friends? How would they take it? What will happen to the Elements of Harmony? They were down by one: Loyalty. How would the ever find a pony as loyal as Rainbow Dash? It was impossible. There was nopony else even close to her.

She knew that all hope was lost, but she didn't want to believe it. She couldn't believe it. There had to be something she could do. There always was. At this point, it seemed like a dream than an actuality. All she could do was wait for Batman to get his blood sample, get back to the surface, find the rest of her friends, and break the bad news to them.

She heard footsteps behind her, but she didn't get up. She didn't want to go anywhere else. She didn't care what happened to her at this point. If something did happen to her, she wouldn't have to go through the process of telling the rest of her friends what had happened. She almost welcomed the idea.

The footsteps stopped. For a few moments, there was nothing but silence. She knew it was Batman. Had he found the way? She didn't care anymore.

"I'm sorry, Pinkie." He said gravely.

Pinkie sniffed as she felt the tears well up again. "D-Did you find out where to go?" She blankly asked.

"Yes, I did." He replied.

Pinkie sighed silently before getting to her hooves once again. "Okay."

She slowly got up and tried to get Rainbow Dash on her back again. Batman walked over to her and picked her up. Pinkie looked up as he lifted her friend and set her on her back. He made sure she was as comfortable as she could be before he stood up.

He turned around and walked to the wall on the left of the door. He placed his hand on a section of wall and pressed. The section sank into the wall and he pushed it up. Pinkie heard the sound of old gears clunking on the inside as he opened the secret section.

"It looks like a sword fits here." He mused.

Immediately after, a Ninja dropped from somewhere above right next to Batman. She swung her sword at him. Batman reflexively countered her strike, twirled her around, and stuck her sword into the wall. He turned it clockwise about ninety degrees before he bashed her head on the base of the sword handle, knocking her out cold.

Simultaneously, a section of wall to Batman's left sank in and rose, revealing a hidden passageway. Batman walked down. Pinkie grudgingly followed behind him. As she entered the passageway, the radio in Rainbow's saddlebag fuzzed to life.

_"Protocol 10 will commence in four hours." _Strange said.

There it was again. Protocol 10. Pinkie was getting a little frustrated with not knowing what that was. Granted, nothing could beat how she was feeling now. She didn't think she would ever smile or laugh again after what had happened to Rainbow.

She looked up to the end of the passage to see Batman turning right. His movements were slower than usual which made it easy for Pinkie to catch up with him. Together, they walked down the slanted passageway. Along the ceiling were old lights that illuminated the way. On the right wall were many old posters that were propaganda for Wonder City. Almost every single one of them was ripped in some way.

As they got to the end of the passageway, Batman turned right again down another passageway. This passageway was darker and grimier than the previous. It smelled like rust and felt really muggy. Pinkie heard some kind of whirring from above. It sounded like an enormous generator running at full speed. Something else was down here.

Batman made a slight groan as he continued walking. He swayed back and forth as he weakly walked down the passageway. He stopped for a moment and leaned on the wall.

Pinkie shook her head in disbelief. "No… Not you too… I am not going to lose you too, Batman."

She rushed to his side and placed her hoof on his hand. He coughed a few times before he grabbed it and she pulled him away. "I… I'm… f-fine…" He breathed.

"No you aren't!" Pinkie pled. "We need to find Ra's right now!"

Batman struggled to keep his eyes open. He looked to a ladder that led up toward the ceiling. Pinkie followed his eyes with hers. That's where they needed to go.

She pulled him off the wall and made her way up the ladder. Trying her best to keep Rainbow's body from falling off her back. She still had tears flowing down her face as she made it to the top of the ladder. She opened the manhole cover and carefully stepped outside. She looked back and saw Batman following right behind her.

He stuck his head out the opening and reached forward with both arms. He tried to pull himself up, but to no avail. He sat there a moment longer before he slowly pulled himself out. Pinkie was right there with him. She offered her hoof and he took it to help himself to his feet.

He slowly stood up. His other arm shook as he used it to push himself up off his knee. He took one step and collapsed where he was. He lay on his side, completely still.

"NO!" Pinkie screamed. "Get up! Batman! Get up right now! You can't do this to me! Rainbow is already gone! Please don't leave me too!"

Batman stayed still on the ground. Pinkie began to shake him just as vigorously as she had done to Rainbow Dash. He was still breathing, but for how long? She wasn't going to let him go like Rainbow had gone.

The large metal gate in front of them squeaked open. Batman slowly looked toward the room beyond. His eyes went wide with awe and wonder. "M-Moth-ther? F-Father?"

Pinkie was taken back at his statement. She turned to face the room beyond the gate and saw no one. What was he talking about?

Then she realized.

She turned back to Batman. "Batman! Don't go toward the light! Run away from the light as fast as you can!"

Rainbow's radio buzzed to life again. _"Bruce! Bruce! Can you hear me?! Your vitals, they're dropping! It's like they're in freefall! You need to find whatever you're looking for now!" _Oracle screamed.

Batman slowly stood up. Shakily, he walked forward, limping with every step. "How long have I got?" He asked.

Pinkie and Oracle both breathed a sigh of relief. _"Oh thank God! I'm not going to sugarcoat it: at this rate, I'd say minutes. Seriously Bruce, you need to tell me what you want me to do. What do I get Robin to do? You know? If you don't-"_

"I'll make it…" Batman growled, cutting her off.

He walked through the gate and into the next room. Pinkie walked right beside him and looked up to him worriedly. Oracle had called him 'Bruce'. There was only one person that she knew of who had that name in here.

"Bruce Wayne?" She asked him.

He merely gave her a tired look, not stopping his pace. Pinkie's eyes widened. It all made sense now. Fluttershy told her about Bruce Wayne and how he single handedly beat up all the thugs who were attacking them when they first made it in here. Fluttershy said she was so glad he was there or else she would've probably died. She didn't know why Bruce Wayne was such a big deal to Penguin or Strange, but it couldn't have been good.

"I wont tell anyone, don't worry." Pinkie said.

Batman didn't slow down his pace. They walked toward an old doorway that was just ahead. They both stepped through and walked toward the end. This chamber had a few large dead trees lining either side of them. This room looked like it was centuries old. By the door at the end of the chamber were two identical statues of a man with a sword drawn. The man looked old and wise, while at the same time possessing a battle-hardened look.

As they neared the door, Batman groaned again. He exhaled and fell to his knees. Pinkie rushed to his side again. "Come on, Bruce. We're so close!"

They heard two thumps behind them. They both turned to see two Ninjas with their swords at the ready and closing in on both of them

"You should have listened to my warning." Said a voice from in front of them. They both turned back to see another Ninja with her sword drawn as well and pointed at Batman's throat. "There are no friends to save you down here!"

They were surrounded by three Ninjas. Batman made no effort to ready himself for battle, and Pinkie knew she couldn't take them all on her own. It was inevitable. They came all this way only to fail at the very end. Tears rolled down Pinkie's face as she waited for the killing blow.

"Stop!" A female voice ordered.

Immediately, all three Ninjas sheathed their swords and stood at attention. Batman got to his feet and turned around. Pinkie did the same and saw a woman swiftly approaching them. She looked extremely angry as she glared at Batman and Pinkie Pie. She walked straight toward Batman and stopped just inches away from his face before she smacked him across it.

Pinkie gasped as Batman grunted from the smack. If he hadn't been as weak as he was, he would have probably beaten her into the ground right there.

Batman glared back at her after instantly recovering. "Hello Talia."

"How did you find us?" She demanded.

"I recognized your personal guard. It was just a matter of…" He pressed a button on his gauntlet. "…following her."

A light beeping noise came from the Ninja who last spoke to them. Talia turned and walked toward her with the same intensity. The Ninja looked all over her body to try and find the tracker. Talia got right up in her face.

"Please Mistress, he tricked me!" The Ninja explained.

"Leave! I will deal with you later." She growled.

The Ninja bowed her head and walked away. Talia turned back to Batman with a sudden flirtatious look in her eye.

"You didn't need to get yourself arrested to see me, Bruce." She walked around the room, talking to Batman. "After that night we spent in Metropolis, you could have just called."

Pinkie blinked. This woman knew who Batman really was? And Batman was okay with this?

"I'm not here for you." Batman replied. "Where's Ra's? If he's dead again, I need you to wake him up."

Pinkie's eyes widened bigger than ever before. This Ra's could be brought back from the dead? How?

"Only a true successor may stand before the great Ra's Al Ghul." Talia explained, approaching Batman. "My father always intended us to be together. To command his army."

She rubbed her hand along his back and walked around him until she was in front of him once again.

"Just imagine it. You."

She placed her hands on Batman's cowl.

"Me."

She raised it over his eyes and began to take it off his head.

"A better world…" She whispered as she leaned in for a kiss.

Raising his cowl up, Pinkie saw Batman's face for the first time. She gasped in horror at it. Bruce had dark veins running all over his face and parts of his skin was peeling in various places. Talia gasped also and released him. Bruce turned around immediately and pulled his mask down again.

"Your face! What happened?" Talia asked with extreme concern.

Batman looked at Pinkie who also looked worriedly at him. She saw an idea spark in his eyes as he looked back at her and the dead Rainbow Dash on her back. He turned back toward Talia.

"We're here to take our rightful places at your side." Batman stated.

Pinkie squinted her eyes. "We?" She said to herself.

"You wish to become Assassins?" Talia looked confused. She glanced at Pinkie and Rainbow then back to Batman. "What are they and why do they wish to join?"

"They're from somewhere far away. Hugo Strange put them in Arkham City for no reason at all. The blue one has been killed because of it." Batman explained. "They want what the League wants for all evil. They want justice"

Talia looked at Rainbow and Pinkie again. "What makes you think this will be allowed? They don't look impressive to me in the slightest sense."

"I've seen them in action. They can handle themselves in a fight well. It would be foolish to not want them." Batman said.

Talia paused for a moment. Pinkie was totally lost. What was Batman doing involving them in this whole deal? What would happen if they became Assassins?

Talia looked to Batman. "Why should I trust this change of heart?" She asked.

"You saw my face, an innocent life has been taken, and an insane animal is about to kill millions more. Does it look like we have a choice?" Batman asked.

Pinkie looked at her friend's lifeless body again; sadness filling her entire body again as she listened to Batman. He was totally right. She did want justice.

"Are you prepared to take the Demon Trials?" Talia asked them. "You must show you are willing to take a life to save the world."

"I'm ready." Batman stated.

Talia looked at Pinkie. "And you?"

Pinkie thought for a moment. Was she physically ready? No. Did she want justice against all evil? Yes. As much as it pained her to admit it, she was willing to take a life for the good of the world.

"Yes. I'm ready too." She said.

Talia gave Batman one last look and turned around. "Then let the Trials commence."

She clapped her hands twice and the floor shifted. It sank down lower below the surface and turned into hidden stairs that led downwards. Batman walked forward. Talia motioned for two Ninjas to come to her. The nearest two complied immediately and stood at attention in front of her.

"Take the blue Pegasus and prepare her for her Trial." She ordered.

Pinkie perked up. "Wait, what?"

The two Ninjas approached Pinkie. She backed away as they closed in. They were not going to take Rainbow Dash away from her.

"Trust them." Talia said. "Your friend will be with you again. All we ask is for your cooperation."

Pinkie paused immediately when she heard that Rainbow would be with her again. "Really?"

"Yes. I promise." Talia said.

The Ninjas carefully but quickly grabbed Rainbow off Pinkie's back and carried her back to Talia. Pinkie couldn't believe it. How was she going to bring Rainbow back? Did they have magic here too? She didn't care much. All that mattered to her now was that her best friend would be back to her once again.

"Now come. You too must take the Trials." Talia instructed.

Pinkie nodded blankly and walked to her and Batman. She took one last look back to the two Ninjas that were holding her friend. She couldn't believe this could actually happen. Then again, Batman believes that Ra's can be brought back from the dead somehow. And nothing would make her happier than if Rainbow could come back. There was a lot on the table right now and Pinkie had to be completely sure of everything before she felt comfortable.

As they walked down the stairs, the Ninjas disappeared out of sight.

"Thousands of warriors have fallen in pursuit of the Demon. Would-be successors have proven to be nothing more than children battling the enormity of creation." Talia explained

"I've seen worse." Batman stated bluntly.

Pinkie looked up at him. Had he really seen worse, or was he just being arrogant?

Talia continued. "Nothing can prepare you for what comes next. Destiny will decide your fates."

"We won't fail." Pinkie stated.

Talia shook her head as she walked. "I have heard these words a hundred times. Let us hope you are correct."

Once they reached the end of the staircase, they saw a wooden door with four Ninjas guarding it.

"Your journey begins through this door. Bruce will go first, then you will follow after." Talia said as she looked at Pinkie.

"Pinkie Pie." Pinkie introduced herself. Not in her usual, Pinkie Pie way.

Talia nodded at her and Batman began walking again.

"Lets get started." He said.

Talia placed her hand on his chest and looked into his eyes. "Are you sure, Bruce? Only one man has passed this ordeal."

Batman glared at her. "Are you trying to talk me out of this?"

"Of course not, I just…" Talia stammered, backing away. "I just want you to be certain. When the Blood of the Demon takes hold, you will be on your own."

Batman looked at the door again. "Like always."

Pinkie looked down. She realized that her being there was probably very annoying to Batman. He worked best all alone. She wondered if he wouldn't even be like this if it wasn't for her and her friends.

"Then may the spirits be kind." Talia said, motioning to the door.

Batman slowly walked forward and opened the door. He gave one last look at Pinkie Pie before shutting it again.

Talia turned to her. "Now, Pinkie Pie. It is your turn to go through the door and face the demon trials."

Pinkie looked up at her with confusion. "Why couldn't I go with him?"

"The Demon Trials must be faced alone. There is no other way." Talia explained.

Pinkie sighed and began to walk forward. "How are you going to bring Rainbow Dash back?" She asked.

"The Blood of the Demon possesses many abilities both great and small. We will bring her back using this power. Hers was an innocent life that was taken before her time. Bringing her back to you will be permitted. I expect that your dear friend will be here to greet you once you finish the Trials. If you finish the Trials." Talia said.

Pinkie closed her eyes and tears rolled down her cheeks as a warm smile spread across her face. "Thank you so much."

"Do not thank us yet. The trial ahead of you is difficult and dangerous. I do not expect you to survive." Talia warned.

Pinkie turned toward the door and walked to it confidently. "Just watch me."

Darkness. That's all Rainbow Dash knew at this point. Complete and total darkness.

She opened her eyes and looked around. She was falling into complete darkness.

Where had she been? What was she doing?

"Pinkie… Pie…"

She remembered. Pinkie Pie had helped her by carrying her on her back through the under part of Arkham City. They reached another place after but she didn't know where. That's when she started falling into nothingness.

She could swear that she had heard Pinkie Pie yelling and crying. She was right next to her but so far away at the same time.

She didn't remember anything else. She felt very tired. She wanted to flap her wings and fly away, but she couldn't. Something wasn't letting her. She had no control over her body; it just sat there all still and lifeless.

She was thinking strange things as well. Things like Demons, Ninjas and Trials. It all seemed like a huge dream to her.

Was this a dream? What had happened to her? Why was she here?

"Penguin…"

Twilight's magic had worn off. How? Twilight was the best she knew. Nopony knew more magic than her except the princesses.

She felt something in the tip of her wings. Some sort of tingling. Almost like they had been asleep but they were just waking up again. Had she not been able to feel them before?

The tingling swiftly crept down toward their base on her back. It was really uncomfortable.

It continued to creep all over her back while the tips of her hooves also began to tingle.

She tried to move, but it didn't work. The tingling continued all along her legs until they met at her chest. The tingling intensified as it reached her head. She could feel it as it made her insides tingle as well. Every organ, every vein, and every bone tingled uncontrollably.

Rainbow grunted and tried to squirm. She growled and kicked at the nothingness around her. The intense tingling transformed to searing pain all over her. Like she was taking a bath in hot lava.

She tried to look around, but all she saw was the darkness around her. The air around her had turned into a liquid that she was thrashing and wailing around in. She tried to scream, but whatever liquid she was in prevented her from doing so.

She saw the bubbles rise toward the darkness. The darkness now looked like it was glowing with an eerie green light. She was moving toward it very quickly. She was underneath some sort of liquid and she was heading for the surface. The liquid was burning her alive. She needed to get out of there.

She swam up toward the surface. Every movement she made caused the burning all over her to increase tenfold. She had to work through it. She swam and swam until her head finally broke the surface and she let out a loud and intense roar that was louder than any dragon in Equestria.

She flailed and splashed the surface of the liquid with her hooves.

"GET AWAY FROM ME! I HATE YOU! I HATE YOU!"

She threw her snarling tantrum as she tried to get whatever this was away from her. Every attempt was in vain. The liquid would keep coming back and wrapping itself around her.

"NO! GET BACK! GET THE BUCK AWAY FROM ME!"

She had to get away from here. She spread her wings and took off out of the liquid. Looking back, she saw her bottom half was bleeding from every square inch. She landed on the ground and tried to get the blood away. She panted and yelled with every shake, but the blood continued to seep out of her legs.

"…heheh gotta get it off… must get the blood off…heh… I DON'T WANT IT!"

Resorting to the only thing she could use, she reached her leg up and began to lick the bottom of her hoof like a hungry foal with a giant lollipop. She sucked and licked her back hoof continuously before she switched to her other leg.

"…nonono… no... You aren't staying here… not this time. NO!" She cackled madly.

She started biting herself and thrashing to try and stop her legs from bleeding. Her pupils were like pinpricks as she stared hatred into her legs.

"Welcome back, Rainbow Dash." A female voice said.

Rainbow snapped and rolled over to her left. She turned back to face source of the voice. She gave the combination of a fierce hiss and a snarl at the woman who spoke to her.

"SHUT UP! YOU SHUT YOUR FAT MOUTH RIGHT NOW!" She screamed furiously.

She didn't deserve any of this. She was just fine before all this. Only one thing was in her mind at the time. Only one thing this moment made her angrier than ever before.

Twilight.

Her spell had worn off? More like she took it off. Rainbow hated that freaky unicorn and her freaky powers. It was Twilight's fault. It was all Twilight's fault. Her magic, her cutie mark, her special talent was the reason why Rainbow was like this now. It was the reason why she had died.

"You must remain calm." The woman said. "Your friends Pinkie Pie and Batman will be here soon. Please be patient."

Rainbow snarled. "…heheh… Be patient?! NO! I have to find and kill Twilight before she kills me again! It's her fault… ITS ALL HER FAULT!" Rainbow snarled.

The woman stepped forward. "Please, listen to me. It isn't Twilight's fault; all this was the product of a series of unfortunate events. You died but we brought you back. Now you can do whatever you had previously planned."

Rainbow snarled heavily and gave an insane chuckle. "…heh… hehe… NO! …heh heheh… No… NO! Twilight will pay for what she did to me! She'll pay with her life!" She screamed.

The woman quickened her pace toward Rainbow. Rainbow took off toward the woman at full speed and smacked her in the face. She fell to the ground and Rainbow zoomed toward the ceiling.

Snarling, she looked around for an opening but found nothing. She thought if she could bash her way through the ceiling, then she'd be free. She started ramming into the ceiling as hard as she could but to no avail.

She growled and looked around some more. Chuckling and laughing maniacally, she saw an opening in a pipe to her left. She flew in and followed it to wherever it would lead.

"Hold on tight, Twily!" She cackled. "Here comes Dashie!"


	14. Lazarus

Pinkie Pie opened the door and walked inside. It automatically locked behind her when she shut it. The room she was now in was very small. The only object in the room was a table with a gold cup on it. The contents inside produced a blue fog that poured off the table.

Suddenly, a voice came from her mind. The voice of a man was speaking inside her mind as loud and clearly as it would be if it were right beside her.

**_"Welcome, Element of Laughter. I am the great Ra's Al Ghul. Before you lies your first Demon Trial. Simply drink from the chalice. It is that simple."_**

Pinkie Pie cautiously approached the goblet. She looked inside and saw a glowing turquoise liquid inside. It didn't look very good, but desperate times call for desperate measures.

She stood on her hind legs and grabbed the cup with her hooves. She sniffed the blue fog. It smelled like vinegar. She worriedly looked around. She was beginning to think that doing this was a bad idea, but she had no other choice. She took a deep breath and lifted the cup to her lips.

Trying her best not to gag, she downed the liquid inside. It tasted worse than those muffins that Applejack had made for Sugarcube Corner's free samples. Nevertheless, she continued to drink.

With each gulp, she noticed that she felt considerably good inside. She felt complete, pure, and perfect. She hadn't felt this good in a long time. She closed her eyes and continued to drink.

On the last gulp, she felt better than she had ever felt before in all her life. Better than when Cranky Doodle Donkey agreed to be her friend, better than when she realized her friends had thrown her a surprise birthday party, even better than when she saw the Sonic Rainboom that made her want to smile forever.

**"Good. Feel the Blood of the Demon course through your veins, restoring your health and twisting your will."**

When she opened her eyes, she was surprised to see that the brick wall in front of her was being blasted away in various sections. She saw that behind the wall was an opening to the outside. She walked through the opening and looked around with wonder. Her hair returned to its normal poofy texture as she saw where she now was.

"I'm back home! Yay!" She screamed happily.

She looked around the Equestrian landscape and paused. Something wasn't right. This was Equestria all right, but it looked extremely different. Like it had looked when Discord returned the first time and made Ponyville the chaos capital of the world.

Buildings were floating around in a disorganized fashion. The sky was overcast with orange clouds, and parts of the grass cut off and dropped to oblivion. She quickly realized that this wasn't really Equestria, it was just some sort of vision that she was having. It must have been in whatever she had drunk in the chalice before.

As she continued walking forward, she saw a figure on her right. It looked like the man she had seen as the statues outside; only he was blue, and see-through. Almost like a ghost.

"Your next task is simple. Follow me through this world and the trial is complete. Touch anything but the ground along the way, and you will die."

Ra's ghostly form transformed into a blue ball that floated over a piece of ground that led to a large blue pillar on the far end of the valley. This didn't seem so hard to her. So she had to walk through this place and not touch anything. Big deal. This would be easy.

She bounced along the ground after the blue ball. The only thing in this valley other than grass was an old light post, a building, and a fountain. She simply walked around each of them and bounced toward the blue pillar. She hopped up and pulled herself up top where Ra's was waiting.

"Here I am! What now?" She asked.

The pillar they were on began to rise upwards.

**_"These tests prove if you are strong enough to help lead my forces. To help save this world from the evil that is destroying it."_**

"Oh, I see. So it will help me stop really bad guys like Penguin and Mr. Strange?" She asked.

Ra's only chuckled lightly before vanishing again. Pinkie looked around at her environment once again. Before her was another opening that looked similar to Equestria, but possessed more elements that related to Discord's handiwork. Some buildings were still floating around in the sky, there was less ground for her to walk on, and there were quite a few more objects before her. Ra's glowing blue form darted around objects, through buildings, and over any obstacles until he stopped atop another large blue pillar.

Pinkie took a deep breath and followed. There was much more in this area than there had been in the one previous. She did her best to avoid any and all of them and continue to only touch the ground. It was harder this time. The ground was covered with miscellaneous objects, and her pathway wasn't as wide. To make matters harder, there was a lot more stuff that distracted her from her goal.

To her left, she saw Sugarcube Corner. She swore she could smell the baked goods cooking inside. It took all her willpower, but she continued to press onward. She had to remind herself that while none of this was real; if she touched anything but the ground she would die.

Eventually, she made it to the other side and met Ra's there. She bounced over to him and awaited her next challenge. Ra's only gave an evil chuckle, causing Pinkie to tilt her head to one side.

She heard a hissing noise behind her and looked. Four ninjas appeared directly behind her as figures made out of sand. Each one looked like Ra's Al Ghul. She would've jumped back in fear, but she remained focused. Pinkie noticed that she had considerably more focus than she usually did. The ninjas almost popped before her and they seemed to move in slow motion.

A ninja to her right had begun his attack. Pinkie quickly thought out how she would take them all down. Using his momentum, she grabbed either end of his sword and pushed herself into the air. She bashed into his face, and then bounced off of him towards the ninja directly behind her. She grabbed his head as she flew past him, and took him to the ground. Both ninjas went down and vanished into a cloud of dust. The remaining two ninjas closed in for their attacks.

Pinkie glared at them and sprung into the air. She spun around in the air and swung at the nearest ninja. To her surprise, he dodged her. She landed on the ground next to the other ninja. He begun his attack, and Pinkie didn't move fast enough out of the way. He brought his sword down across and made a cut down the right side of her face.

She did a back flip in the air and landed on the other side of the pillar. Her face stung from the ninjas blade. She reached a hoof up to her cheek and touched the cut. She saw the blood drip into her hoof, and her hair deflated. Her face turned to rage as she faced the remaining ninjas.

"All right," She growled. "No more miss nice pony!"

She pounced on the right ninja like a cat, and assaulted him with multiple blows. He tried to block them, but he couldn't. Pinkie yanked the sword from his hands as he went down, and yanked it through the ninjas neck. His head flew off, and his sand body began to blow away.

Thinking quickly, Pinkie threw the blade at the remaining ninja. He instinctively rolled out of the way, but she was already on her way to meet him. She pounced to his future position and struck him mid-roll while he was still on his back. He grasped his stomach and faded away.

Pinkie breathed heavily as she looked around. No more ninjas remained.

**_"Are you the one we have searched for, Element of Laughter? The one who will assist my successor?"_**

Pinkie said nothing. She turned back to face him, her face still full of anger. He gave a wicked grin and vanished again. She stepped toward the edge and looked down. The ground and the Equestrian landscape cut off completely. Ra's had gone down into a twirling orange vortex in the dark abyss below.

Pinkie was confused. She didn't know if she was supposed to follow Ra's into the abyss, or wait. He said to follow him, but where he was going there wasn't any ground. She was at a loss.

Even when she was in this angry state of mind, her Pinkie-sense was still very keen at predictions. Her deflated tail started twitching. She looked all around her for anything that could fall. The only thing above her was sky. She looked at the vortex again and thought a moment. Then it hit her. She was supposed to fall into the vortex after Ra's.

She gave a satisfied smile as her Pinkie-sense served her well again. She jumped off the pillar and dove toward the vortex. As she neared, the light from inside blinded her and she shut her eyes. She continued to fall in the light until it dissipated. She opened her eyes again and saw a small platform below her. She was falling incredibly fast, but just before she landed, she slowed herself and landed softly. Ra's was already there.

**_"The Blood of the Demon has allowed me to live for 600 years. Imagine the good that you could do with such a gift."_**

Pinkie barely acknowledged him as he spoke. She was busy looking at her new surroundings. The world now looked industrial and dark. Much like the area by the Steel Mill, only much bigger. The only thing that made this a bit spookier for her was that there were some elements from Equestria in this world also. More buildings floated in a disorganized fashion around her, and everything was darker. It looked almost like a nightmare.

She wasn't scared, but she was worried. Everything here looked very convincing to her. She knew none of it was real but if it were, she wouldn't be surprised. Ra's vanished again and floated across the world toward the blue pillar beyond. Pinkie stepped to the edge of the platform and looked around. There was no ground here, at least, not in one piece.

Bits and pieces of earth and metal that floated below her were the only thing she could think about using as ground. She stepped onto one piece of ground and stood there for a moment. To her left was another large piece of earth, and to her right was a piece of metal. She couldn't explain it, but something inside her said that stepping on the metal was a bad idea. She looked to the chunk of earth. It looked very weak, but she felt okay about it.

Taking a deep breath, she leapt to the chunk of earth and landed with a thud. She expected it to fall out from under her, but it held. As she looked forward, she noticed this pattern continued all the way to the end. Metal platforms seemed to end as soon as they began, but the earth chunks seemed to lead somewhere.

She continued along the chunks of earth floating in the air, taking one at a time. She finally reached the end of the path and onto the blue pillar. She pulled herself up and looked at Ra's.

**_"I can see that you, your friends, and the Detective have become weaker. The small quantity that I have allowed you to drink will only keep him alive for a few more precious hours. It is time for you to make the ultimate decision."_**

Pinkie knew that she and her friends hadn't done well. She had no idea what happened to Applejack, Rarity managed to make it out of the museum in one piece, she hoped Fluttershy was still okay, she knew Twilight would be fine, but Rainbow Dash had died. She suddenly felt sad again. Her best friend was dead. She felt like it was her fault somehow, but she didn't know what she could do. Talia had mentioned that she could bring Rainbow back, but she didn't see how.

Unless…

She figured that Ra's had simply drank enough to keep him alive for that long, but she also remembered Batman telling Talia that he needed her to wake Ra's up if he died again.

"Can the Blood of the Demon bring people or ponies back to life?" She asked him.

He didn't answer. She didn't need to hear him say 'yes', it made the most sense. Why wouldn't it work? Her though process was broken when she heard the familiar hiss from behind her. She sniffed and readied herself once again. Doing an about-face, she saw four more sand ninjas ready for battle.

They all closed in on her. The drop behind her made her cautious, but it also gave her an idea. She backed right up to the edge and waited for their move. The two ninjas on either end sprung at her. She jumped in the air, grabbed them by the back of their heads, and pushed them off the edge behind her, while at the same time propelling herself forward.

She came between the remaining two ninjas and turned to her side. In mid-air, she kicked them both in the stomach and landed on the ground behind them. She then sprung into the air, grabbed the back of their heads and drove them both into the ground. They instantly blew away.

**_"It is time to face me, in person. Complete this final challenge, and the Blood of the Demon will give you the gift of eternal life."_**

Ra's once again vanished and fell down towards an orange vortex in the black abyss. Pinkie readied herself for the jump and leapt off the edge. Honing herself toward the portal, she accelerated herself until she was engulfed in the blinding light once again. She shut her eyes again as she continued to fall.

Suddenly, the light went away and she felt the ground beneath her. She opened her eyes and looked around. She was in the same small room that she started in.

**_"You have done well, Element of Laughter. Now, come and find me, collect your reward."_**

"Dashie…"

She stepped toward the door and opened it. Two ninjas on either side of her raised their swords in front of their faces. Pinkie stopped as she waited for them to attack, but they never did. She continued up the stairs, passing four more pairs of ninjas who all raised their swords in respect.

She looked at the large door in front of her. Batman and Talia were already there waiting for her. Batman looked like he was doing much better. Almost better that when she had seen him the first time in the church when he fought Harley Quinn.

"You did it." Talia said.

"You sound surprised." Pinkie said cockily.

"Of course not, I always had faith that you would both make it." She replied.

Pinkie gave her a crooked smile. "Where's Rainbow Dash? Is she alright?" She asked.

Talia bit her lip at her question, which made her uneasy.

"Your friend has…" Talia began. She stopped and looked around. Almost like she was looking for the correct words. "Something has happened."

Pinkie's eyes widened. She glared at Talia. "What happened?" She sternly asked.

Talia looked at Batman who gave her a look of concern. "Talia…"

Talia bit her lip again and looked back at Pinkie. "Yes it worked, but there was a slight… problem we had with her."

Pinkie breathed slowly as she shot daggers from her eyes. "What was the problem?"

"We'll talk about this later." Batman interrupted. "Where's Ra's? I need to see him now. I'm running out of time." Batman interrupted.

Pinkie glared at Batman now. He had no right to say what was important or not important now. If she wasn't so sure that he could kill her if he wanted to, she would've attacked him right there.

Talia gave a sigh of relief. "Your final challenge awaits you through this door. I pray that the spirits will be kind."

She opened the door, and all three of them walked through. Pinkie glared at Talia as she passed her. In the next room, they saw a large pool of liquid that glowed a bright green. A complicated series of tubes and wires connected to generators and other electrical equipment around it. In front of the pool was a man who was crouching. From far away, Pinkie could tell that he was extremely weak. His figure breathed heavily as he stared into the pool.

Batman led them. He slowed and stopped a few yards away from the man.

"Ra's Al Ghul." He said.

Talia stopped beside Batman. "Father." She said.

Pinkie said nothing, but continued to stare at Ra's, her eyes full of anger.

"Welcome, Detective… and Element of Laughter." Ra's grunted as he slowly got to his feet. "It is time… for your final challenge."

He faced them and Pinkie saw that his face was peeling apart with dead skin and bruises. His eyes were white and foggy and they had dark spots underneath each. His hair was white and bald in some spots. He looked horrible.

"Kill me." He said. "Replace me as Head of the Demon. It is your destiny."

Pinkie was taken back by his request. He actually wanted them to kill him? It didn't make any sense. He had boasted that he had lived for 600 years all thanks to whatever was in the Blood of the Demon. Why would he change his mind like that?

"I will never kill. Not even you." Batman stated.

"What?!" Talia demanded. "You lied to me!"

"I needed a sample of your fathers blood. This was the only way." Batman stated.

Pinkie's mind was totally blown. That was a brilliant plan. The Blood of the Demon's healing powers, bringing Rainbow back to life, confronting Ra', she had no idea. Ra's was really hell-bent on wanting them to kill him though. He stabbed his sword into the ground in front of him, and presented himself to them.

"Allow me to help you. Use my sword. Take. It. All." Ra's said.

Batman stepped forward. "No."

Ra's paused and looked at Pinkie. "What about you? Will you fulfill the destiny the Detective cannot and kill me?"

Pinkie stepped forward. "No. I wont kill anyone or anything either." She said as she looked at Batman. She knew his secret identity now and there was no way she would betray his trust by going completely against his beliefs. Losing a friend's trust is the fastest way to lose a friend.

Ra's put his arms down. "And that is your final answer?" He asked.

Batman stayed still and continued to glare at him. Ra's chuckled weakly and stepped backwards. He fell into the pool and the liquid started bubbling around him. It reminded Pinkie of a pot of boiling water.

From somewhere far above, there was a loud clap of thunder. Lightning began to arc from the Tesla coils above and continue all through the generators. It caused the air to feel tingly and Pinkie had a gross, rusty taste in her mouth. Electricity sparked and snapped from all around until a bolt of lightning struck the pool where Ra's was. The pool now produced red smoke and an occasional spark of electricity.

Batman steadied his ground as the smoke cleared. Pinkie did the same as she witnessed Ra's Al Ghul step up and out of the pit. He was now much younger. His hair was full all over his head, all the bruises and injuries from before were gone, and his eyes now glowed a sinister bright green.

"Now, only one of us can leave this chamber alive." He growled.

Batman and Pinkie readied themselves. "We'll see about that." Batman said.

Ra's removed his cape and discarded it off to the side. Both dragon tattoos on his arms glowed with the same intensity as his eyes. He reached for his sword and twirled it expertly around himself.

He glared at them before the ceiling made a cracking sound. It broke in two places and quickly engulfed Pinkie and Batman in sand. They both looked around and shielded their eyes as the sand made a cloud around them.

After a few seconds, the smoke cleared and Pinkie opened her eyes. Her ears drooped as she looked around. Like before, she was in the chaotic world with the floating rocks, buildings, signs, and debris. The only difference was that Batman was with her. The Blood of the Demon's effects hadn't completely worn off yet.

"Where is he?" Pinkie asked as she looked around, ready for anything.

"He could be anywhere. Stay sharp." Batman replied.

The duo took a few tentative steps forward. While they were in this world, Pinkie could hear multiple voices inside her head. They weren't understandable, but they were all whispering many different things to her all at once. It would've driven her crazy if she wasn't on her guard.

From high above, she saw a black dot that seemed to grow bigger. The next second, Ra's Al Ghul himself landed on the ground in front of them. His voice rang in her head, but she saw his lips move as he spoke.

**_"You should have killed me when you had the chance!"_**

He rose into the air, sword at the ready, and swung at Batman. He dove out of the way toward Pinkie and looked back. Ra's rose into the air again, but this time he turned into a sand ninja and made six more copies of himself. Pinkie and Batman charged at the clones and got to work.

A ninja swung his sword at Batman and he expertly dodged each swing. Pinkie did the same and countered with a few blows to the head. Batman began an assault on the ninja and threw him at one of the others. Pinkie back flipped away from one ninja and kicked another behind her.

Eventually, all the ninjas were down except for one. Batman countered his attack and head butted him to the ground. He rolled backwards and got to his feet. The sand around him fell off and Ra's stared at him angrily before vanishing in a purple cloud. Soon after, a small cloud of dust began to form in between them.

**_"Witness the true power of my Lazarus Pit!"_**

Ra's popped up from the ground and floated in the air. He pushed Batman and Pinkie back to the edge of the makeshift arena with some sort of magical force. Batman braced himself in time while it caught Pinkie off guard. She rolled back to the edge by the rocks and lay on her back.

Suddenly, a giant form of Ra's sprung up from the ground and stared at Batman. His eyes glowed an evil yellow. Several smaller sand guards stood between them and Ra's. Pinkie sprung back to her hooves and charged at him, but whatever force had pushed them to the edge had remained. Luckily, Pinkie was ready this time. She braced herself and slid backwards toward the far rocks again.

Ra's glanced at her and threw three large throwing stars at her. She rolled out of the way. Meanwhile, Batman began firing his electrical charges at Ra's whenever he saw an opening in his sand guardians. Ra's grunted and turned back to Batman. Pinkie ran along the outermost part so she could meet up with him again, but Ra's hadn't forgotten about her.

Five large blades popped out of the sand and rushed at Pinkie. She stopped and jumped out of their way. Batman continued to fire his electrical charges at Ra's while avoiding large blades and giant throwing stars.

This went on for a few more moments until Batman gave one last shot of the electrical charge. Ra's was hit and his giant form, the blades, and the guards disappeared while he screamed in the air and he started to fall toward the ground. Batman and Pinkie charged at him, but he vanished when he hit the ground.

"Ugh!" Pinkie exclaimed, irritated.

They looked around, but saw no one. They had a second to rest, but it didn't last long. Ra's screamed and popped out of the sand toward Batman. He landed and started swinging his blade at Batman relentlessly. Batman blocked each swing with his gauntlets. This went on for a while until he stopped the blade mid-swing and stopped Ra's.

_**"Give… in!"**_

"Never!" Batman said before elbowing Ra's in the face, grabbing his sword and holding it against his neck.

The world flashed bright and all three of them were once again in front of the Lazarus Pit. Batman still had the blade at Ra's neck and Pinkie was right next to them. Talia slowly walked around all three of them.

"We are fated to rule this earth, to wipe it clean of the scum of humanity. Only we can do this." She said. "My father is old, his time is over. Ours is just beginning. Take his blade. Kill him. Accept your destiny. Accept our destiny."

Batman looked like he was considering her words. It was tempting, but he looked at Talia. "You know I can't do that, Talia."

Talia looked disappointed. "Then, beloved, you will have to die."

Ra's expression hardened again. He kicked Pinkie in the face just before both he and Batman vanished. Pinkie flew back to the wall and looked back.

"Hey! That's not fair!" She screamed. "I want to help him!"

She got to her hooves and ran to where they were last. Pinkie looked around to see where they had gone, but she saw nothing.

"This is not your fight, this is his." Talia said from behind her.

Pinkie glared at her. She wanted to say something to her, but she couldn't think of anything. She was too frustrated and angry to think of anything more than an angry look. She stomped on the ground and looked down for a moment. All she could do now is wait for either Batman or Ra's to return.

She looked back to Talia. "Tell me what happened to Rainbow Dash."

Talia exhaled and looked down. "She…" She paused a moment. "The waters of the Lazarus Pit did bring her back, as I promised, however she suffered from a slight… side effect."

Rainbow was alive. The happy part of her was brought out through her hair returning to its original poofy texture. She almost wanted to jump and scream and laugh and party. However, her face still showed signs of worry and frustration.

"What is the side effect?" She asked.

"The Lazarus Pit can cure any affliction, any disease, and bring people back to life. But, it renders the user temporarily insane and makes them believe that they need to kill." Talia said. "When I revived her, she violently beat the water and thought that her legs were bleeding. I did my best to calm her down, but she flew away in search of someone named Twilight. She continued saying that it was her fault for her being like this and that she would kill her."

Pinkie's jaw dropped. "You mean Dashie wants to kill Twilight?! Because of an accident?!"

Talia nodded. Pinkie was shocked. She couldn't believe any of this was actually happening. She was not going to lose another one of her friends again. There was no way she would allow it. She had to get out of here and head back up top. She was about to walk out the door when Ra's appeared out of nowhere and slid back toward Talia.

Batman was also there on the opposite side of the room holding Ra's sword. Pinkie ran to Batman's side and Talia helped Ra's to his feet. As he got up, he wrapped his arm around Talia's neck and held a knife to her neck.

"What are you doing?!" Talia screamed with fear.

Ra's focused on Batman angrily. "Listen to me, Detective, and listen well. You will kill me; you will lead the League of Assassins. Because if you do not join us, I will kill the only person you have ever loved."

"This wasn't part of the plan!" Talia panicked.

Pinkie looked at them in horror. Batman paused and threw the sword on the ground. He pulled out a Batarang and pressed a few buttons on it. He then prepared to throw it at Ra's.

"Do it!" Ra's hissed.

Pinkie didn't want to look, but she couldn't look away. Batman was really going to abandon his code for love? He threw the Batarang. It flew past Ra's, turned around in mid-air and hit the back of his head. Ra's grunted and stumbled forward, releasing Talia.

Batman was already on his way over to them by the time Pinkie blinked. Ra's ran into Batman's fist with his face and fell on his back. Batman reached down and grabbed him by his neck. He held him against a wall and prepared another gadget.

"De… tec… tive!" Ra's wheezed.

Batman plunged the needle into Ra's neck and drew out a decent sample of his blood. Batman put it away and released Ra's. He crawled on the ground and coughed a few times.

"You should have killed me." He said.

"Yes, he should have. What kind of a man sacrifices his own daughter?" Talia demanded. She turned to Batman. "And you. You lied to me. I thought you loved me, Bruce. I thought you were ready to join our crusade."

Batman placed his hand on her shoulder. "Talia, I-"

"Don't!" She interrupted before walking away. "You two deserve each other."

Pinkie felt bad for them. Not because she agreed that Batman should kill just for her, but because they were so different. They both loved each other, and Talia just kind of broke up with him. He looked after her a moment longer before turning back to Ra's.

"You're looking old, Ra's. What's really going on here?" He asked.

Pinkie looked at him as well. Sure he looked old, but he looked way better than what he had looked like when she first saw him.

"I have used the Lazarus Pit too many times. I have lived for 600 years. My mind and body cannot take much more. Each time I enter the Pit, I am frightened of what will come out." Ra's said shakily. It almost seemed like he was confessing to something terrible he had done.

"The Lazarus Pit has corrupted your mind. Think about it. If your Pit falls into the wrong hands, you'll be powerless to stop centuries of destruction. This is your chance for redemption, Ra's." Batman said. He began walking toward the door. "Call off your crusade, or I'll be back for you."

He and Pinkie walked toward the door. She looked back at him and could have sworn she saw him give an evil grin as they shut the door behind him

They were back in the chamber with the hidden staircase. It just looked like a normal floor once again. Pinkie ran ahead and grabbed Rainbow's discarded saddlebags off to the side of the room. As she secured the bindings, the radio went off.

_"Bruce? Where the hell have you been? I thought you were dead!"_ Oracle said.

"Sorry to disappoint you." Batman said.

His remark made Pinkie giggle. He may have been all dark and angsty, but she still found some of his remarks somewhat funny.

_"Did you find Ra's? Hold on. Your suits readings are back to normal. Are you cured? What's going on?"_ She asked.

They began running back the way they came. "Ra's and his forces are based underneath Arkham City, extracting some kind of naturally-forming chemical he's called Lazarus. He's been using it for centuries; slowly perfecting the process until he was even able to bring himself back from the dead."

_"And you took some?"_

"He forced me to. Small doses appear to heal most ailments, but even the small amount I ingested had a few nasty side-effects."

Pinkie looked down. That reminded her of Rainbow Dash. They had to find Twilight and tell her what's going on.

Batman continued. "Prolonged exposure has driven Ra's over the edge."

_"So do you think you're cured?"_

"No. The effects are temporary. Ra's tried to convince me to use his pit, but the risks are too great. When I'm done here, I'll need to investigate this Lazarus technology further. I told Ra's to shut his pit down."

_"And you think he will?"_

"Unlikely. Ra's is addicted to the pit. I've given him one chance to break that addiction, or I'd be back to do it myself."

They ran trough the next doors, through the sewer, and out through the hidden door. They began running down the street toward the large room where Batman rescued the woman.

"Batman, Talia said that the pit made Rainbow go crazy! She said that Rainbow wanted to kill Twilight because she was blaming her for all this!" Pinkie said.

"That's one of the nasty side-effects. I wasn't sure about using the pit to bring her back, because I knew that would happen. We need to find her and let her know what happened." Batman replied.

"Okie dokie lokie. The sooner the better!" Pinkie said worriedly.

They continued down the hallway with the announcer's voice. Pinkie did her best to ignore the hanging bodies of the inmates above her as they walked out the door.

Batman got on his radio again. "Did Robin get you that blood sample?"

_"Yeah. He's down at Gotham General. It's going crazy there. I'll patch you through."_ Oracle said.

The radio clicked and a male voice came on. _"Hey Barb. Am I glad to hear from you."_

"Its me. What's happening there?" Batman said.

_"Bruce, its not good. Gotham General has at least thirty confirmed cases, there are nearly fifty at Mercy, and its looking like the pattern repeats all over the city."_ Robin said.

_"I've run a simulation. Joker's blood could be in as many as 2,000 by the morning. The first fatalities are expected soon after that."_ Oracle said.

"I'm on my way back to Freeze right now. Hopefully the blood sample I extracted from Ra's will complete the formula." Batman said.

_"I hope you're right."_ Oracle said before the radio cut off.

"We need to move. Now." Batman said.

Pinkie nodded and they took off toward the next area. Batman grabbed Pinkie and held her while he used his grapple gun to grapple up to the platform they had come from.

_"Protocol 10 will commence in two hours."_

It took them a total of two hours to complete the Demon Trials. Pinkie remembered hearing Strange say they had four hours when they first entered this area. They were on their way back to the large hole by the Steel Mill.

They entered the room by the old train station where they encountered all the Joker thugs the first time. Batman held Pinkie and they grappled up through the hole in the ceiling into the sewer maze. They both climbed up and ran down the path they had come from. Making many rights and lefts, they finally stopped at the pool of water. Batman used his line launcher to zip over the water while Pinkie held onto his leg.

After that, they made it to the next area. They turned left and ran out on the metal bridge they had seen from above. Pinkie grabbed Batman once again and he grappled them up to the ledge high above.

Pinkie was panting. "Can we… take a short break?"

"No. We need to keep moving." Batman replied.

They got to the end of the passageway and turned right. The way they had come from was locked by a metal gate.

"How do we get past this?" Pinkie asked.

Batman looked around and saw a button on a wall from behind a set of bars to his left. He backed up and prepared a Batarang. He threw it and it made its way toward the button like it had a mind of its own.

Just before it pressed it, the wall burst from behind and a giant, scaly monster charged at them.

**"YOU ARE NOT WELCOME HERE!"** It roared.

Pinkie screamed and fell on her back. She backed away behind Batman while he faced the creature from behind the safety of the metal bars.

"I'm not here to fight you, Croc. Let me pass." Batman stated.

The monster was massive. It had green scales all over its body and a giant mouth of razor-sharp teeth. Pinkie had never seen anything more terrifying in her life. She was glad Fluttershy wasn't here. She'd probably have a heart attack.

The monster stopped and smelled the air. **"YOUR SCENT IS… DIFFERENT. I SMELL DEATH ON YOU. I DON'T NEED TO FIGHT YOU, BATMAN. I JUST NEED TO WAIT."** The monster walked away from the bars and back to a pool of water in the floor. **"I WILL ENJOY FEASTING ON YOUR BONES."**

The monster dove headfirst into the pool of water and disappeared from their sight.

Pinkie Pie shook violently behind Batman. "W-W-What was th-that?!" She asked.

"Killer Croc. We won't need to worry about him." Batman said calmly. "Lets find another way out."

He turned and walked back to the bridge. Pinkie Pie used all her strength to get back to her hooves. Killer Croc would forever be in her nightmares after this. She turned around and quickly caught up with Batman.


	15. Pacification

Pinkie followed Batman through an air duct as they continued through the abandoned subway station. She helped as best she could, but she was still shaken up from her encounter from Killer Croc. She didn't want to do anything except for curling up into a little ball and cry herself to sleep.

They had encountered more Joker thugs through the sewers that were still trying to get rid of the last of Penguin's henchmen. They had started using heavy-duty riot shields in combat. Batman quickly changed his tactics and assaulted them by literally climbing onto the shield and attacking their faces.

They were approaching a large group of thugs. They were standing on the other side of a subway door and talking to themselves, but they heard every word from inside the duct. Batman had ripped the vent off the wall and crawled in.

"You people have two choices: join up with the Joker and live, or stay with the Penguin and die. Simple."

"So what's it gonna be?"

"I'm in."

"Yeah, me too."

"Good. We got weapons on the way."

They silently crawled through the air duct until they were directly underneath the Joker thug in charge.

"What? You expect us to join up with you unarmed?"

"Screw that!"

"He said, guns are on the way, it wont be long. What part of that did you not understand?"

Before he could get an answer, Batman shot up from below, grabbed the thug's neck and took him down.

"What's the Bat doing here?!"

Pinkie shot up right behind him and took the other Joker thug down in the same manner. She turned to face the remaining thugs. They were Penguin henchmen with either clown masks or face paint on. They were switching sides and joining up with Joker.

They all charged at Pinkie and Batman. Two thugs had riot shields while the rest either used their fists or metal pipes. Batman quickly engaged two thugs simultaneously. He grabbed their necks and forced them to the ground. Another thug behind him swung his pipe at him, but Pinkie sprung to intercept him. She planted her hooves on his pipe and bounced off, causing the pipe to hit him in the face. Batman got up and started attacking more thugs. Pinkie took note of a thug running to a gun box on the corner of the room.

She ran toward him and tried to take him down before he could open the case. Another thug with a riot shield stopped her from advancing. He shoved it forward and smacked Pinkie in the face. She flew back a few feet and landed on her back. She looked back up at him with anger in her eyes and got to her hooves. She charged at him with all her fury.

He readied his shield, but Pinkie quickly improvised her attack. She climbed on top of the shield, and stomped on the top of it, making it squish his toes. He screamed loudly and broke concentration. Pinkie took advantage of this and kicked him in the face. He fell to the ground and she bounced over to the first thug just as he managed to crack the case open.

She quickly stopped him and knocked him out before he could start shooting up the place. She turned around to see the thug with the shield getting back to his feet, and quickly fixed that by bucking him in the head.

Pinkie noticed that in every single fight, these thugs were quite weak in the head. A hard hit to their skull usually made them go down in a heartbeat. She was glad that it was this easy.

After a few moments, the rest of the thugs were down and scattered all over the floor.

"Woo hoo! We did it!" Pinkie cheered.

Batman cracked his neck and looked around. "Come on. We need to get to Freeze."

"Okie dokie lokie!" Pinkie said.

Batman walked over to a terminal that was on the wall to their left as Pinkie bounced happily behind him. He took out his cryptographic sequencer and began to hack the device. After a few moments of turning the dials around, the device beeped and the doors opened.

They walked through the doorways and went up the stairs. They were now in a more modern, yet still old, subway station. This was the main subway station that must have been used in Gotham before it was closed down. Pinkie looked around for a moment before she saw the pile of corpses in the center of the room.

She gasped and stopped walking as she stood there in utter shock. About thirty dead Penguin henchmen were piled on top of each other in the center of the station. A few other bodies littered the surrounding area. Pinkie could hardly believe her eyes.

"Wha- What happened?" Pinkie stammered.

"Looks like they decided to die instead of join up with Joker." Batman said.

"Are you sure, darling? Completely sure?" Rarity asked.

"Yes, I'm totally positive about this! It just clicks!" Twilight exclaimed.

She was pacing back and forth in the church beside Applejack and Rarity. She had deduced that Bruce Wayne was Batman's secret identity and she couldn't stop freaking out about it. She was beginning to make the carpet beneath her hooves wear out because of her pacing.

Applejack shook her head. "This is pretty huge, sugarcube. Ah mean, what are we supposed to do about this?"

"I don't know, but Strange has got some sort of beef with Bruce Wayne because of Batman, but what is it? I can't think straight right now." Twilight replied, not stopping her pacing.

Rarity and Applejack looked at each other with concern. "Twilight, I agree with you that this is a big deal, but we have many more important things to deal with than Bruce Wayne's double life." Rarity said.

Twilight stopped pacing and looked at her friends.

"Now that Applejack's safe again, perhaps it would be best to go find Victor and Fluttershy. We'll be much safer with him." She continued.

Applejack nodded. "Rarity's right. After what ya'll told me back in Riddler's cage, Mr. Freeze sounds like a really good guy. We'll all be safer with him."

Twilight thought for a moment. "Well that would get us all together again. Rainbow Dash was going to go with Batman to find Ra's Al Ghul's blood while Rarity and I went to rescue you. Maybe they found him already and are on their way back."

"Maybe they managed to find Pinkie as well." Rarity added.

Twilight nodded. "Yeah, maybe."

"Well, what are we waitin' for? Lets get goin'!" Applejack said.

Twilight smiled. "Okay! Lets get out of here and find Mr. Freeze!"

They all got what they needed, and head out into the cold once again. Once they passed the old gate, they turned left. Anything to the right of the church was demolished. Twilight also figured that an old police building had to be somewhere in the city section of Arkham City.

They all walked down the dark city street. They kept alert in case they ran into any trouble. Twilight couldn't stop thinking about Batman and Strange. What did he want? What did Protocol 10 have to do with anything? What was Protocol 10? She hoped that Batman had figured it out while he was off retrieving Ra's blood.

They had no idea where to even start looking. They could find their way to the theatre and the museum, but that's about it. The only way they made it to the church in the first place was through sheer luck. Twilight was panicking too much to stop and take mental notes on where things were. She wished Rainbow Dash was with them. An aerial view would help them out immensely.

"Any idea where we're goin' sugarcube?" Applejack asked.

"The old police building. Problem is, I have no idea where it is." Twilight replied.

"Perhaps we should check by the main entrance." Rarity suggested.

"Hmm, maybe." Twilight mused.

It was a good a chance as any. They continued walking down the street. They passed a large courthouse on their right. It looked like one half of it was destroyed while the other half looked pristine. A few inmates were gathered out in front of it wearing dual colored outfits. The left side of them was dark while the other side was white.

They turned left and made their way down the next street. They didn't want to get into a skirmish right now, they had a building to look for. Continuing down the street, they noticed a bright sign that read "Ace Chemicals." Twilight mentally made it a landmark and walked toward it.

The trio said nothing as they traveled. They didn't have anything to say, and they didn't want to bring any more attention to themselves than need be. They passed a few inmates along the way who gave them strange looks or spewed profanity at them, but other than that they gave them no trouble. They were all grateful for that.

They entered an alleyway at the base of the chemical building and turned right, only to meet a dead end. They all sighed with exasperation and turned around.

"Where in the world is the main entrance?" Rarity asked loudly. "One would think something like that would be relatively easy to find."

"Don't worry, Rarity. Ah'm sure it'll pop up eventually." Applejack assured.

"I know, but still. It would be nice for some sort of directions or something." Rarity said.

She didn't know anything about this city. The moment she was incarcerated, she was knocked out cold and kidnapped by Cobblepot. She had followed Twilight back to the church after her rescue, but even she couldn't tell where to go. This part of the city was like a maze to her.

They made their way back to the main street and continued left. They passed another large street and decided to take it. Twilight recognized the large Gotham Hotel from earlier and thought they were on the right track. They continued down the familiar street, hoping for something that would lead them in the right direction.

To their left, they heard Strange's voice echo over the city. They all stopped what they were doing and listened. _"Citizens of Arkham. As I speak, there is a new inmate entering my facility…"_

_"…The more nostalgic among you will recognize him as Quincy Sharp, Mayor of Gotham and failed warden of Old Arkham Asylum. Please provide him with the welcome he deserves."_

Pinkie stopped listening and ran after Batman. He sprinted through the entrance to the old subway station at full speed.

Oracle's voice buzzed through the radio. _"That doesn't sound good, does it?"_

"No it doesn't." Batman replied.

They quickly turned around and ran toward the entrance to Arkham City.

"I don't get it. Why would Strange arrange for the Mayor to be sent there? Scrub that. How the hell did Strange even manage to have the Mayor arrested?" Oracle asked.

"I don't know, Barbara. But I am going to find out." Batman replied.

Batman vaulted over the fence that separated them between the entrance to the prison. Pinkie tried to keep up as best as she could, but she couldn't stay right with him.

"Head to the entrance but stay hidden!" Batman ordered before he shot into the air and out of sight.

"Wait!" Pinkie called, but he was gone.

She climbed up and over the fence and followed in the same direction Batman had taken off in. She ran through the dark alleyway, turning left and right until she encountered another fence. She climbed over it and fell to the ground on the other side.

Just when she was about to run, she stopped. To her right was the entrance to Arkham City. It was completely devoid of life except for five inmates all beating up an old man on the ground. They all had guns and were all kicking him, swearing at him, and spitting him. The old man was screaming and begging for mercy.

Pinkie wanted to help him, but Batman ordered her to stay hidden right where she was. She didn't want to be noticed and shot, but she also didn't like just sitting here and waiting for the old man to die.

A large cloud of smoke engulfed the group of inmates and they started firing in all directions. Pinkie smiled as she waited for Batman to clean up the mess. She couldn't see anything in the cloud of smoke, but she could hear screaming and punching.

A familiar voice caught her off guard. "Pinkie Pie?! What are you doing here?!"+

She whipped her head to her left and saw Twilight, Rarity and Applejack standing behind a fence in the alleyway.

"Twilight! Rarity! Applejack!" Pinkie exclaimed.

She ran toward her friends while Twilight teleported the three of them on the other side of the fence. They all embraced each other and began to slightly cry.

"We thought we'd never see you again!" Rarity said.

"What are you doing here?" Pinkie asked.

"We heard Mr. Strange say somethin' about the Mayor being thrown in here and we followed his voice! We were lookin' for the police building so we could find Mr. Freeze and Fluttershy!" Applejack explained.

"Once we find it, we'll all be together again!" Twilight exclaimed happily.

Pinkie released the hug. "Wait a minute, Twilight! Something terrible happened to Rainbow Dash!"

Their smiled faded immediately and they waited for Pinkie to explain.

"After I went to find food for Fluttershy, the highway exploded! The only place I could go was the Steel Mill where Joker was! We got along after we talked for a little bit, but then I ran into Rainbow and Batman! They said they were chasing a ninja to find a guy named Ra's Al Ghul so they could get his blood for Joker's cure! I followed them and we eventually made it to his secret base, but something was wrong with Batman and Rainbow Dash!"

Pinkie took a deep breath and continued, more slowly this time. "Rainbow said that she had broken her wing and fell into some really cold water in a museum and you used your magic to heal her, Twilight."

Twilight nodded. "I did heal her! She would've died if I hadn't!"

Pinkie bit her lip and continued. "Well, something went wrong with your magic."

Twilight blinked. "What?"

"It was starting to wear off. Whatever you did, it suddenly stopped working." Pinkie gulped. She could sense Twilight's surprise and shock as she stared her down. "Rainbow's wing gave out and she started feeling extremely cold again. She held on as best she could, but…"

Pinkie couldn't continue. Her eyes were watering so much that she couldn't speak. Twilight, Rarity, and Applejack's eyes were also watering as they hung onto the last part of Pinkie's story.

"What happened?" Rarity asked.

Pinkie's hair deflated completely as she opened her eyes. "Don't react immediately, okay? Let me finish every single detail before you say anything."

They all blankly nodded, but Pinkie could tell that they already knew what she was going to say.

"Rainbow… died."

All three ponies' eyes widened in shock and disbelief. Rarity put her hoof to her mouth and began to cry. Twilight also began to cry and Applejack simply stood there with tears rolling down her cheeks.

"Oh Pinkie, these kind of jokes are too low…" Applejack said slowly.

"I'm not joking, AJ." Pinkie said as she continued to cry. She gulped and continued. "But, we continued on. I carried Rainbow's body on my back as we followed the ninja to the secret lair. They made us take these trials and become members of their League of Assassins. Batman said it was the only way to meet Ra's. This woman saw Rainbow and she told me that there was a way to bring her back."

Applejack blinked. "Are you serious?"

Pinkie nodded. "Yes. Ra's Al Ghul is over 600 years old and its because he keeps bathing in this stuff he found called 'Lazarus'. The woman said that she could use it to bring Rainbow back from the dead. It worked."

Twilight smiled slightly. "R-Really? She came back to life?"

Pinkie nodded solemnly. "Don't celebrate yet though. The woman said a side effect of using the Lazarus Pit is that it makes the person who uses it insane for a little bit."

"Insane?" Rarity asked.

Pinkie nodded again. "She kept screaming about how it was Twilights fault that she was in here." Pinkie said. "She escaped and flew up to the surface in search of you. She wants to kill you." She said to Twilight.

Twilight gulped. "She wants to kill me?"

"Yes." Pinkie clarified. "We had to tell you before we did anything else."

Twilight exhaled. This was huge. Her best friend died and came back only to become insane and totally focused on killing her. Not only did she have that to worry about, she also still needed to find out about what Strange had planned. The only way she could even try to figure that out is if she asked the person who was in charge.

From what Strange had said, that very person was now incarcerated in Arkham City with them.

Twilight turned her attention to the brawl in front of the main door. Batman was just about to take down one last inmate. It had taken him longer than usual, most likely due to their rifles. All four ponies ran toward Batman just as he kneed the inmate in the gut and took him down.

As they approached, Batman glanced at all them before turning his attention to the bruised old man on the ground. He was a short, fat, bald man who looked incredibly angry as Batman approached him.

"This is all your fault." He growled.

Batman grabbed him and yanked him up to his feet. He turned him around, grabbed his back, and grappled up to a rooftop. Twilight followed where he was going and concentrated her magic to teleport herself up to where they were. In a flash, she was gone.

"No! Please, no!" Mayor Sharp pled.

"I want to know all about Strange, and how you're tied into all this!" Batman demanded.

Batman was holding Sharp by his ankle and was dangling him upside-down off the edge of the building. Twilight stood right next to him and stared daggers into his eyes with unbridled fury.

"I'll tell you everything! Strange came to me back at the asylum. He told me he had friends, powerful friends. The sort of people who could make things happen! All I had to do was turn a blind eye to his experiments, and work on my campaign. He said his friends would ensure that I won!" Sharp explained shakily.

"Who are they?" Batman growled.

He shook the Mayor violently over the edge, causing him to panic once again.

"NO!" He screamed before Batman held still again. "I have no idea! I never met them! They funded everything money was no problem! All I had to do was set up Arkham City and put Strange in charge! It made perfect sense! The scum of Gotham needed to be punished! It would be my legacy!"

Twilight looked up at Batman. He glanced at her a moment and looked back at the Mayor.

"Strange has been removing anyone with evidence against him and sending them into Arkham City." Batman lifted Sharp up and threw him back against the wall behind him. "Enjoy your legacy."

Mayor Sharp slid along the wet rooftop until he stopped at the base of a wall. Twilight glared after him. "What do we do now?" She asked Batman.

"We need to find out who Strange is working with. It isn't the Joker, its someone with money, someone with power." Batman said.

"I know about Rainbow. We'll need your help if she shows up as dangerous as Pinkie says. We'll need to bring her back to our way of thinking and go get Strange." Twilight said.

"I don't need your help against Strange. I can work alone." Batman said, turning around.

"Need I remind you that Strange also says he has the Elements of Harmony; our Elements of Harmony. He told us he would use them for Protocol 10 somehow." Twilight said. "Neither you or we know what that is, but if he's using the Elements' power, then whether you like it or not, we're going with you to get what's ours. Our home's survival is on the line."

Batman paused for a long moment where he was. Twilight knew she had him right where she wanted him. He glared at her. "What are you?" He asked.

"Only one of the smartest unicorns Equestria has ever known." Twilight replied.

Batman studied her for a moment longer. "Come on. Lets get back to your friends."

She grinned and Batman leapt off the edge. She walked over to the edge and looked down to the three ponies all looking up at them. She closed her eyes and teleported down to them. A second later, Batman glided down and landed behind her.

The radio in Pinkie's bag buzzed to life. _"Bruce, I'm seeing massive spikes in your suits biometric analyzer. Your health, it… it doesn't look good."_

"I just had a chat with our old friend, Quincy Sharp. He confirmed that Strange is working with someone else. We're going to find out who."

Pinkie and Twilight felt a sense of pride when they noticed that he said 'we' instead of 'I'.

"What are you talking about? You need to get that blood to Freeze now."

"I will." Batman replied. "I just need to-"

_"No you don't." _Oracle interrupted. _"You need to go back to the GCPD. Please, Bruce. For me?"_

Batman took a deep breath. All four ponies were looking at him and waiting for him to say the word on what to do next.

"So, you're really Bruce Wayne?" Rarity asked.

Batman glared at her, causing her to look uneasy for a moment.

"I figured it out." Twilight said.

"How?" Batman demanded.

Applejack stepped forward. "Well, Twi rescued me from one of Riddler's traps and we found an outline of two people behind a theatre with a note from Strange to Bruce Wayne. Ah reckon she figured it out based on that, somehow." She said. "Twilight's always been a brighter bulb than the rest of us."

Twilight blushed and smiled. "Don't worry, we wont tell a single soul." She confirmed.

Batman looked at all of them again before taking another deep breath. "Come on. Lets get to the GCPD building. Freeze is waiting there with your other friend Fluttershy."

They all nodded and took off down the nearest street after Batman.

As they sprinted down the street, Twilight was sure to keep her eyes on the skies. After Pinkie told her that Rainbow went insane and wanted to kill her, she began thinking to herself about her magic. Why would it wear off? It didn't make any sense. She got the spell straight out of the most powerful book about magic ever written, not to mention that she was also the Element of Magic. There's no way it could've worn off. She didn't doubt her skills, so something must've triggered it. The only thing she needed to find out was what it was.

They rounded a corner and continued down the street. Batman was leading them back toward the church. They all kept up with him every step of the way. They needed to get back to Freeze and Fluttershy with Ra's blood so they could finally get this whole thing behind them and focus on Strange.

"Uh oh! I feel my Pinkie-sense coming up with something!" Pinkie said as she started twitching.

Everypony stopped running. "Batman wait!" Applejack called.

He stopped running too. "What is it?"

"Her Pinkie-sense is a tinglin'." Applejack said.

Batman blinked. "Explain."

"We don't know how or why, but Pinkie occasionally gets these twitches in certain parts of her body that predicts the future." Twilight explained.

"The only problem is that most of the time, we don't know what's going to happen. All we know is that something is definitely going to happen." Rarity added.

"My knee is feeling pinchy! Something scary is going to happen!" Pinkie said with worry.

They all turned around and faced every direction as they waited for whatever was scary to happen like Pinkie predicted. Twilight, Rarity, Applejack, and Pinkie all faced a different direction and stood ready for battle.

For a few moments, nothing happened. Batman rolled his eyes. "We're wasting time. I'm scarier than anything else we'll find here."

"No, no. Something scary is definitely going to happen." Twilight mused. "But where?"

"Right… HERE!" A voice screamed from the sky.

Twilight turned to face the source, but whatever it was hit her square in the face and carried her into the nearby alley.

"Come on!" Rarity called.

The four that remained took off after Twilight and her assailant. Twilight was on the ground and screaming for help as a deranged figure began to attack her mercilessly.

"Help! Get her off of me!" Twilight yelled.

When the rest of them figured out who it was, Rarity and Pinkie gasped. Applejack stood there in shock. Rainbow Dash looked at them all with furious bloodshot eyes for a split-second before continuing her assault on Twilight.

"YOUR FAULT! YOUR FAULT! YOUR FAULT! YOUR FAULT!" She snarled.

Applejack ran to them. "Hang on, Twi! Ah'm comin'!"

As Applejack got within reaching distance, Rainbow immediately grabbed Applejacks mane in her mouth and flung her over to Pinkie and Rarity. The cowpony screamed and slammed into her friends. Applejack's back hoof hit Batman in the arm and he took a step back from the impact.

After she threw Applejack, she flew up and around and landed on Twilight, before continuing her uncontrollable assault. Twilight tried to recover, but she couldn't in time. All she could do was shield her face with her hooves and scream for help.

"I'LL KILL YOU! I'LL RIP YOUR HEART OUT OF YOUR PATHETIC BODY AND SMASH IT TO PIECES YOU LITTLE FOAL! YOU'RE MINE!" Rainbow wailed.

She brought her mouth down on Twilight's hooves and bit her as hard as she could. Twilight screamed in pain and agony. Batman whipped out his electrical charge and aimed it at the insane pegasus. He fired a blast and it hit her on the back of the head.

She flailed madly and fell off Twilight. Rarity and Pinkie ran to Twilight and helped her to her hooves while Applejack and Batman ran to Rainbow.

"Come on, Twilight! Get up!" Pinkie begged.

"Please, Twilight hurry!" Rarity added.

Twilight sniffed and sobbed as she slowly got to her hooves. Her front leg was bleeding from Rainbow's bite and her face was now covered in more bruises than the time she fell victim to the series of unfortunate events when she was investigating Pinkie's Pinkie-sense. She limped away as fast as she could.

Meanwhile, Applejack was wrestling with Rainbow as she tried to keep her on the ground. "Rainbow Dash, we are not your enemies! We're your best friends! Ya'll better snap out of it right now!" She grunted.

Rainbow snarled and spat blood everywhere as she saw her prey get up and limp away. "Let…go…of…me…now!"

She spread open her wings and bucked Applejack off her. Her hat flew off her head as she was thrown backwards. She landed on her back and looked up at the furious cyan pegasus as she approached. Applejack quickly got to her hooves and took a defensive stance.

"Okay, sugarcube. You wanna dance? Lets dance!" Applejack growled.

Rainbow snarled and charged at Applejack. Applejack quickly turned around and used all the strength she could muster as she bucked Rainbow in the snout as hard as she could. Rainbow flew backwards and screamed. She landed in a pile of garbage and looked back at Applejack as she approached.

Rainbow started giggling sadistically through her bleeding mouth. Tears were flowing down her eyes as she giggled and snarled at the angry cowpony. "heheh… HA…heheh…he…help….m…m…mee…" Rainbow stammered.

Applejack's eyes widened. "What?!" She demanded.

Rainbow began laughing again and took off at Applejack. She tackled her to the ground and tried biting her. She bit her ear and Applejack screamed in pain. Rainbow snarled and tried to bite her face, but Applejack held her far enough away. She was a lot stronger than Twilight, physically. She would be able to hold her long enough.

Applejack felt the warm liquid drip down the back of her head from her ear and into her mane. Rainbow grinned madly and continued gnashing at Applejack. Applejack looked up to Batman as he whipped out a Batarang and waited for a clear shot. Applejack shoved Rainbow away and brought her hind legs up to her chest. When Rainbow came back down, she bucked her in the chest as hard as she could into the air.

Batman threw his Batarang and it hit Rainbow in the head. She grunted and went down to the ground. Applejack breathed heavily and stood back up. Rainbow was wheezing and writhing on the ground beside her. Applejack had knocked the wind out of her. The insane pegasus was gasping for air. Batman stormed over to her and grabbed the back of her head. He slammed it on the ground as hard as he could and Rainbow's body went limp.

Applejack tried to catch her breath as she looked at Rainbow. Batman got to his feet and went to Applejack. "Are you alright?" He asked.

She inhaled. "Ah think so." She weakly replied. "Go… Go check on Twilight. Ah'll stay here and… and watch her."

Batman nodded and ran back down the alleyway. Applejack sniffed and examined her injury on her leg. Rainbow bit a chunk clean out of her. She was worried about how bad her ear was. She didn't want to see what it looked like. She limped over to Rainbow and turned her over. Sure enough, she was unconscious and breathing evenly.

Applejack took a deep breath and lifted Rainbow's eye open. Like before, her pupils were pinpricks and the whites around her eyes were bloodshot. She didn't know how to feel. She knew it wasn't Rainbow's fault that she was like this, but it was Rainbow that did this to her. She wanted to hate Rainbow, but she knew that was wrong. She needed to blame someone, anyone. It wasn't her fault, it wasn't Rainbow's fault, it wasn't Twilight's fault, but she still had to find someone to take it out on.

Rainbow started moving again. Applejack jumped back, ready for anything. Rainbow slowly tried to get to her hooves, but Applejack changed her mind and slammed her hoof on Rainbow's, holding her down. Rainbow winced and cried out in pain.

"Sorry, sugarcube. You're just gonna have to wait a sec." Applejack snapped.

Rainbow tried to wiggle free, but she was too weak and Applejack's grip held firm Rainbow stopped wiggling and held still a moment. She used her other hoof to smack Applejack's injured leg as hard as she could. Applejack cried out in pain and released Rainbow. Rainbow shot up and bucked Applejack away.

Applejack landed on her back again and looked up at Rainbow. She was closing in again with a sadistic half-grin on her face. "I'll kill you… Then, I'll kill anyone and anypony that stands between me and Twilight… You, though… I'll kill you slowly…"

Just before Rainbow pounced, her grin went away and she shut her eyes tight. "No you wont… I… wont… let… you…. kill…. anyone!"

Rainbow grunted and threw her head back and forth. She tried to pounce forward on Applejack, but something was stopping her. Almost like an invisible wall.

"My… friends… won't… die! I wont… let you k-kill them!" Rainbow grunted to herself.

"Y-Yes… I… will!" She growled with a grin.

Applejack backed away slowly. Rainbow Dash was still in there, the real Rainbow Dash, and she was taking back control of herself.

She stood up on her hind legs and grabbed her mane. "GET OUT OF MY HEAD!" She screamed.

Applejack heard steps coming from the alleyway. She turned and saw Batman holding Twilight, her horn glowing brightly. Rainbow also saw them and got to the ground. She snarled and charged at them as fast as she could. "DO IT, TWILIGHT! NOW!"

Twilight obeyed Rainbow's command and blasted her with magic. Rainbow flew back against the wall and held still. She tried to get free again, but Twilight's magic held. Batman set her down and she limped over to Rainbow, who looked at her with anger and hatred.

"Come back to us, Rainbow!" Twilight said as she lowered Rainbow to her level and touched her horn to her head.

Rainbow's eyes widened and she stopped moving. Applejack knew what Twilight was doing. She smiled and got to her hooves. Just like when Rainbow was corrupted by Discord and abandoned her friends, Twilight used the same memory spell on her and drove the insane Rainbow Dash out of her mind for good.

Rainbow groaned and fell unconscious.

Blood. That's all she was thinking about. Blood. Revenge. Revenge against Twilight for something she knew was out of her control. She had been out of control. The Lazarus had done something else to her other than bring her back to life.

Rainbow slowly opened her eyes at the five faces staring down at her. "T… Twilight?" She asked.

Twilight got closer to her. "Rainbow Dash?" She asked. "Are you alright?"

Rainbow grunted weakly before she started to openly sob. "No…" She brought her hooves up to her eyes and started crying uncontrollably. "I'm so sorry Twilight! I couldn't stop myself!"

Rainbow felt Twilight wrap her in a hug. "Its okay, Rainbow." She sniffed. "It wasn't your fault."

Rainbow returned the hug and cried into Twilight's mane. "It isn't your fault either, Twilight."

Rainbow opened her eyes and saw Applejack standing there behind her with a small grin. She released Twilight and wrapped her hooves around Applejack in a tight hug as well. "AJ, I'm so sorry I hurt you! Please forgive me!"

Applejack returned the hug. "'Course Ah forgive ya, Rainbow. Ah knew you had no control over what you were doin'. So don't you worry, we're still the best of friends."

Rainbow made her apologies and gave hugs to everypony. Pinkie Pie was especially happy to see her alive and well again. She almost flooded the alleyway with her tears of joy.

Batman reminded them about Freeze and Fluttershy. Twilight used the same spell in the book to fix Rainbow's broken nose, Applejack's ear and leg, and her own bruises and leg. They all got up to their hooves and followed Batman down the street. He walked and took it slowly this time while Rainbow repeated her apologies and recalled what she felt.

She could see herself doing and saying all those things, but she couldn't stop herself from doing or saying them. It was like a bad dream. She wanted to stop more than anything, but her insane persona was too strong. Luckily, she didn't give up. Applejack said that she had whispered 'help me' to her right before Twilight used her memory spell.

"The insane side effects of Lazarus are only temporary, but the person affected is forever damaged in one way or another." Batman explained.

Rainbow looked worried. "I'm still messed up?" She asked.

"I don't know. I've never worked with magic before. If you feel like your old self again, then I'd say you're fine." Batman replied.

Rainbow looked to the ground. "I think I feel like my old self again."

They continued past the church and onto the broken freeway. Pinkie looked over to the makeshift sanctuary beneath the overpass. "You're sure that Fluttershy is safe with Mr. Freeze?" She asked.

"Positive." Twilight replied. "Freeze and Fluttershy share a special bond with each other. He would never let anything bad happen to her."

"He says its because her kindness and innocence reminds him of his wife, Nora. He told me that even with his relentless search of a cure for her, he could never hurt her. Its so sweet." Rarity added.

Applejack rolled her eyes. "Yeah, it's a nice story and all, but why is such a great guy like Freeze even in here for?"

Rarity paused for a moment at Applejack's question. "Well…"

"He doesn't let anything, not even the law stand between him and his wife." Batman said. "He robbed and stole lots of equipment and money so he could try and find a cure for her. He also hurt a lot of people in the process."

"Unfortunately, most people don't agree with him when it comes to what to do." Twilight said.

"Oh…" Pinkie said. "Well, he doesn't seem like a bad guy, it sounds like he just made a few bad decisions."

"Right." Twilight and Rarity said.

They got to the edge of the collapsed freeway and looked around. The only way they could all get to the other side in one trip is if they flew. Rainbow was feeling much better now and offered to carry somepony on her back. Batman could carry two ponies without losing control of his flight patterns. Pinkie decided to go with Rainbow, Rarity and Applejack would go with Batman, and Twilight would teleport rooftop to rooftop on the buildings beside where the highway had been.

Before they took off, Pinkie gave Rainbow's saddlebags back to her and Twilight gave Pinkie hers. Now finally, everypony had matching black saddlebags with their cutie marks as the buckle on either side. Pinkie climbed on Rainbow's back and took off. Rarity and Applejack held onto Batman's waist while he grappled up into the air off the highest rooftop. Twilight took a running start and teleported to the nearest rooftop.

As they flew in the air, the radio in Rainbow's bag buzzed to life. Joker's voice came from the other side. _"Ring, ring! What are you doing, Bats? I thought we were friends, working together and all that! You know, from where I'm lying, desperately clutching at what's left of my life, it seems like you betrayed me and started working with the walking with the walking icebox! Well, two can play at that game. Try and get back to that double-crossing snowman in the GCPD without my guys blowing your pointy head off! I double dare you…"_

Pinkie gulped nervously. Rainbow did too. They thought it best to prepare for a fight when they landed.

Eventually, they made it to the building directly in front of the GCPD. They all crouched and listened to the clown thugs talk amongst themselves as they tried to get inside.

"What's stopping it?"

"I don't know! It keeps freezing back up!"

"Its Freeze, he's doing something. You got a backup plan? How're we gonna get in?"

"We're not."

"I'll tell Harley you said that."

"What?"

"You heard, Quinn's on her way over. She sounded real pissed, I don't think Joker's holding up too well. She's coming over to hurry us up. When she asks what's stopping Joker from getting his cure, I'm pointing at you."

Rainbow's expression hardened. She didn't like that woman one bit. They needed to hurry and get the cure before she got here. She squinted her eyes at the group of people trying to bang down the door. Two of them had armor, two had shields, and another had a shock baton. This should've been a challenge. It was six against seven, but they had Batman on their side. The thugs didn't stand a chance.

"Come on." Batman said.

He leapt off the building and glided over to them. Rainbow and Pinkie flew after him, Rarity and Twilight teleported to the ground, and Applejack leapt down from ledge to ledge until she landed on the ground. Once they were all together, Batman threw a Batarang at the nearest thug and he fell to the ground.

"It's the Bat and his pets!"

All six of them charged at the thugs. Batman knocked out the grounded thug and threw another Batarang at another thug. Twilight forced an armored thug into the wall while Applejack bucked the other one as hard as she could. Pinkie distracted another thug while Rarity levitated his shock baton out of his hand and electrocuted him with it. Rainbow crashed into the last thug's head and took him down.

The fight was over in ten seconds flat.

They shook themselves off and approached the door. Like the thugs said, the door was frozen shut. Applejack kicked it hard to try and break the ice, but it froze back up immediately.

"How in the hay are we supposed to get inside?" Applejack exclaimed.

Batman examined the door. "Hang on." He backed up and pulled out his electrical charge. He aimed it at the generator above the door and shot. The door whirred to life and opened just a crack. Batman ran and slid underneath it. Everypony else did also.

On the other side, directly in front of them was the entrance to the parking garage. To their left was the main entrance to the building itself. Batman entered the building, while everypony started to follow.

"Okay. Ya'll go in, get Fluttershy and the cure. Ah'll stay out here and keep watch." Applejack said.

Everypony looked back at her. "You sure, AJ?" Twilight asked.

Applejack winked. "Sure thing, Twi. Anything comes this way, Ah'll holler at ya."

They all looked at each other again. "Well if you say so, darling. Please be careful though, alright?"

Applejack nodded. "You got it."

With that said, Pinkie, Twilight, Rainbow, and Rarity all followed Batman into the GCPD, leaving Applejack alone.

A few minutes passed. Applejack sat there and looked back and forth for any movement. She hoped nothing would come this way and that Joker's thugs were just bluffing about Harley Quinn. Now that she was alone, she had time to think to herself. She wondered what was going on back home. Twilight said that Equestria was dying somehow and that if the Elements of Harmony did not return, everypony back home would perish.

She couldn't bear the thought of that happening. There was just too many ponies back home that she missed: Big Macintosh, Applebloom, Granny Smith, and every other member of her family. Losing them would make her life pointless.

She started thinking about Equestria when her stomach started growling. She realized that she hadn't eaten anything in a few hours. She was starving. She hoped that everypony got back out here soon.

Out of the corner of her eye, she saw something. She turned her head and saw a bright red apple floating in the air. Her mouth started watering and her eyes went wide. She swallowed her saliva and took a few steps toward the shiny apple. It looked bigger and juicer than any other apple she had ever seen on her farm. Even Zap-apples didn't look as good as this one did.

She stopped right in front of it and took it in her hooves. "Oh boy!" She said, licking her lips. "Ah'm so gonna enjoy this!"

She bit into the apple. Her mouth exploded with flavor. She shut her eyes and savored every bite of the delicious apple. She chewed and swallowed. For the first time since she got here, she was finally happy. She didn't have a single care in the world.

She opened her eyes and looked back at the apple. It was starting to fade in and out of her vision. She squinted her eyes and looked around. The rest of the world also faded and seemed to move in slow motion.

"Whut uhn turnashun?" She slurred

She rocked back and forth as darkness suddenly took over her vision. She dropped the apple and fell to her side. She took one last breath, shut her eyes, and fell into unconsciousness.

They entered the GCPD building and shut the door. The cold air hit them immediately. Everypony grabbed themselves and huddled close to each other as they tried to keep warm. Rainbow couldn't stay airborne it was so cold.

Batman walked out the door. On the walls around him were posters of wanted criminals, news bulletins, and other important documents that the police department may have used. Everypony followed Batman as he turned left and walked down the hall. They heard Freeze in the main room.

"This is futile. How can this 'Ra's Al Ghul' hold the secret to the clowns cure?" He said to himself.

They turned right and walked into the main room after Batman. This room was very large. Icicles hung from the ceiling and ice covered the floor making it shine brightly. Many instruments that the GCPD may have used for forensics were all over this room. A small staircase was right in front of them. Batman walked down the steps and approached a hard working Mr. Freeze at his computer terminal.

He pressed and clicked the keyboard a few times before turning around to face Batman and the ponies.

"Impressive, Batman. I doubted you would actually return." He said.

Batman placed the vial of Ra's blood on the desk. "I'm a man of my word, Victor. You should know that by now."

Freeze gave him a neutral look and took the vial of blood. He walked back to his computer and inserted the vial into a machine. It sank inside and Freeze began typing on the computer again. Rarity looked around by his desk. Fluttershy was nowhere to be found.

"Victor, where's Fluttershy?" She asked.

Freeze stopped working and looked at her. "She didn't find you?"

"No." Rarity said slowly. "What happened to her?"

Freeze looked around the room as if he was thinking. "I don't know." He said before returning to his work.

Rarity blinked with surprise. "What do you mean 'you don't know'?"

"In front of the church, we encountered a group of inmates. After I took care of them, Fluttershy was nowhere to be found." Freeze stated. "I assumed she went inside to find you."

Rarity and the other ponies looked shocked. Why did he just leave without checking to see if Fluttershy was okay? He pressed a button and the machine produced two vials of a blue liquid. Freeze walked over to the safe on the wall and placed one vial inside. He brought the other out and closed the safe behind him.

"The formula is complete." He said, pressing a few buttons on his gauntlet, locking the safe behind him. "The bonding process appears to have been successful." He looked at Batman with a slight smirk. "How are you feeling? You look unwell."

Batman held out his hand. "Give it to me." He ordered.

"I'm afraid I cannot do that, Batman. You have given me your last order!" He lifted the vial and broke it between his fingers.

Rarity cautiously stepped back and glared at him. Pinkie and Twilight covered their mouths while Rainbow took a defensive stance.

Batman also glared at Freeze. "This is not a time for negotiation." He said.

"I think it is. The Clown has my wife. Bring her back to me." Freeze said.

Batman looked at the safe and stormed over to it. Freeze brought his ice gun up and shot the safe. Batman covered his face and flew back from the blast. Rainbow instinctively charged at Freeze. Freeze simply shot and froze Rainbow where she was. She screamed as the ice covered every inch of her body until it reached her neck. Her face was frozen so her expression of terror and anger was stuck there.

Batman slid on the ground and looked up to Freeze. "You don't want to do this, Freeze." He warned.

Freeze's suit began to whir to life. "Oh, I believe I do." He said. His suit's lights began to light up and his defenses came online. Freeze slowly walked toward them. His visor came up to cover his head, distorting his voice. "You will bring me Nora, or you. Wi**ll.** **Die!"**

His goggles glowed red as he locked onto his target. He pointed his gun at Batman and fired.

"Run!" He yelled as he dove out of the way.

Rarity also dove out of the way to her left. Pinkie tried to get out of the way of the blast, but it hit her. She started to freeze from her flanks all over her body. Unfortunately, she was grabbing Twilight as hard as she could and it froze her too.

Rarity recovered and dove up the stairs they came in from. Batman landed right next to her. They both looked up to see Freeze kick the frozen Rainbow Dash out of his way before he started storming toward them.

**"You are in my world now, Batman."**


	16. Cold

Freeze fired another blast of his ice gun at Rarity and Batman. They dove to the left and rolled behind the safety of a large computer desk. Rarity followed right behind Batman as he crouched and moved as quickly as he could through the frozen building.

"Oracle! Freeze is attacking me! Get me the telemetry feed from his suit, now!" Batman ordered.

If Oracle had replied, Rarity hadn't heard it. The radio they stole was in Rainbow Dash's saddlebag over by Freeze's safe. She wanted to go back and unfreeze her friends, but she knew that she would also be frozen if he saw her. Freeze was extremely angry at everything and everyone. If Fluttershy were still here, they probably wouldn't be where they are now.

Rarity turned and looked over her shoulder. Due to the extremely low temperatures of the GCPD, there was an overabundance of icy fog. She could hardly see the other end of the room. However, she could clearly see the bright red lights on Freezes goggles. They turned and looked right at them before they started to get closer. Each step Freeze took made a loud mechanical whirring that sounded terrifying in this environment.

**"This room will be your tomb."** Freeze boomed.

Batman and Rarity moved down the stairs on the other side and took off running behind another piece of machinery to the right. Rarity breathed heavily, but the coldness in the air prevented her from doing it comfortably.

"Bruce, how do we stop him?" Rarity whispered.

Batman turned the corner and eyed a generator bolted to the wall. He pulled out his electrical charge and aimed at it. He waited until Freeze began to descend the staircase right in front of them. Just before he stepped on the ground, Batman fired. The blast of electricity started up the generators motor and arcs of lightning started sparking all over. Freeze slid toward it like a magnet.

**"What? No!" **Freeze yelled.

He continued to slide until he stuck to the generator. Batman ran from his hiding place and began to punch Freeze in the stomach as hard as he could. Freeze was totally immobilized while the generator was still running. Eventually, Freeze fell to the ground at Batman's feet. Batman grabbed the top of his head and smashed it to the ground hard once before his suit began beeping out of control and started to power up again. Batman turned tail and ran toward Rarity.

"Come on, this way!" Batman said.

Rarity ran after Batman as fast as she could. He ran back to the entrance on the lower level. The beeping from Freeze's suit stopped and she heard an explosion.

**"So you wish to use magnets against me? I do not think so."** Freeze said.

Rarity followed Batman all the way back to Freeze's computer. Rainbow Dash was laying on her side in the same frozen state Rarity had just seen her in. She wanted to go and unfreeze her, but Batman ran past her over to the other room to the left.

"Don't worry, we'll be right back!" Rarity said to her friends.

She didn't know if they could hear her or not, but she hoped they could. She ran after Batman. He turned into another room and waited with his electrical charge aimed at the generator beside the frozen Pinkie Pie and Twilight and waited for Freeze to get near. Once Freeze was in sight, a bright blue shield appeared all around him. Batman fired the electrical charge at the generator.

The generator sparked and lit up with blue electricity and an arc of lightning extended toward Freeze, but stopped at his shield. Freeze shot the generator with his ice gun and it exploded on contact.

**"I can evolve my strategies. Can you?"** Freeze asked.

Rarity stood there with her mouth agape. Batman put away his electrical charge blaster and moved swiftly up the stairs to his right. Rarity snapped out of her shock and followed him. She heard Freeze stomp up the stairs a few seconds behind them.

Batman was going to have to think of another method of attack. Freeze would just adapt every time. Rarity could already tell that this fight was going to be extremely difficult.

"We need to keep moving. Freeze can track us by using our heat signatures in our footsteps. We need to rush ahead or confuse him." Batman said.

"And just how are we going to do that?" Rarity asked.

Batman looked around for a moment. He poked his head over the banister and looked over to Freeze's computer. Rarity followed his gaze and saw two sculptures of a woman on either side of the safe. Batman ducked back down and walked over to the other set of stairs away from Freeze.

"Those sculptures look like Nora. Smash those, he'll come running." Batman said.

Rarity blinked. "Wont that make him angry?"

Batman looked at her and pulled out a Batarang. "Yes."

He looked over the banister and threw the Batarang at the sculpture. The next second, a glass-shattering sound broke through the icy air. Wherever Freeze was in the room, the whirring his suit made ceased immediately.

**"No! Nora!" **Freeze exclaimed.

Rarity looked over the edge and saw Freeze move over to the destroyed ice statue of his wife. He examined it for a second before turning around and looking at the room around him.

**"You will pay for that!" **He yelled.

While Rarity watched him, she failed to notice that Batman had left her side and was on a tall piece of machinery behind her. He leapt off and glided over to Freeze on the ground floor.

**"Where did you-" **Freeze said before Batman kicked him in the head.'

Freeze fell to the ground and Batman began to assault him relentlessly again. Batman eventually grabbed the top of his helmet and smashed it on the ground. He ran away when Freeze's suit started charging up again. If he could break through Freeze's helmet, then he could get a chance to really hurt him. All that armor was making him almost invincible.

Batman was running to the other side of the room. He turned and looked at Rarity. She looked at him and looked to the ground below. Using the stairs would either take too long, or she would be found by Freeze. She was going to have to jump if she wanted to get to Batman right then. She took a few steps back and took a running start.

**"The sky is no longer yours."** Freeze said.

Just as Rarity leapt off the edge, a muffled boom echoed through the room and the air immediately became much denser, foggier and colder. She went into shock while she was in the air. She fell and tumbled on the ground, making a loud crash on impact and started shivering violently. She never imagined that the room could ever get any colder, but somehow it did.

**"Your actions betray you." **Freeze threatened from across the room.

Rarity looked over to where he was in horror. She got to her hooves and tried to make a run for it, but the ground was so icy that she tripped and fell. The loud mechanical whirring from Freeze's suit was getting closer behind her. Any second now, he would be right on top of her and she would be frozen solid for the second time in Arkham City.

She crawled her way over to the other side, breathing heavily as the adrenaline inside her was beginning to be replaced with numbness. She could see the entrance to the other tiny room just a few feet in front of her. She was so close.

**"There you are!" **Freeze boomed behind her.

Rarity turned around in horror and looked Freeze right in the eyes. He was pointing his ice gun right at her and walking closer to her.

"V-Victor, p-please! P-Please don't d-do this!" Rarity begged.

Freeze wasn't listening. He continued to approach the terrified unicorn with malicious intent. Rarity continued to back away from him, even though she knew it was pointless.

Suddenly, Batman shot up from the air duct directly beneath Freeze, grabbed him, and took him down. His helmet impacted the ground and left him immobilized once again. Batman assaulted Freeze again and again before he grabbed Freeze's helmet and brought it down on the ground again.

"Run!" Batman yelled.

Rarity was already on her hooves. She took off as fast as she could without slipping into the tiny room.

Almost like kicking her while she was down, the entrance to the tiny room was surrounded by water that she didn't realize was there. If her legs weren't numb before, they were now.

She looked down with total disbelief at her rotten luck. There was always something in these situations. Every time something seems to save her, she always steps into something worse. At least with Freeze, she would be frozen quickly. This kind was slow.

As she looked around, her attention to detail noticed an electrical button on the wall. She followed the wires all the way to where they ended, which was in the water right next to her. She wondered how she was still alive at this point. With all she had been through tonight, it was amazing that she wasn't either a popsicle or deep-fried. She heard Freeze's suit start to power up again. She looked at the terminal and busted wires in the water again and got an idea.

She quickly ran into the room before turning around and running outside once again. She hid behind another glass banister and looked for something she could use, anything. It had to be small. She turned to a desk behind her and saw a small metal piece of equipment. She exhaled and concentrated as hard as she could.

**"You will not be able to do that again." ** She heard Freeze say.

She wasn't as good with magic as Twilight. She didn't think she had enough strength to use any magic at all at this point, but she had to try. She grunted until her horn sparked just enough until the small metal object started to float. She only had one shot at this. She turned around to see Freeze following her heat signatures into the building. He would come out in just a second. She eyed the large button on the wall and focused on it as hard as she could. She yelled and threw the object at the button. On impact, the ends of the wires began to spark and the pool of water lit up with electricity just as Freeze set one foot in the water.

**"Impossible!" **Freeze yelled.

He flailed and shook as the volts careened through his body. Rarity waited for the electricity to cease before she moved. Once the waters stopped glowing, Freeze's knees buckled and he went down. Rarity vaulted over the rail and ran to Freeze.

"Victor, I didn't want to do this, but you've left me no choice!" She screamed.

She began beating Freeze as hard as she could. It wasn't hard enough to injure him as much as Batman, but she did manage to climb on top of his helmet and push his head down to impact on the floor.

She jumped off him and ran when his suit began beeping again. She didn't know how she was still able to run and move. She knew that once this fight was over, she was going to need Twilight's immediate help.

She hid behind another computer desk on the ground floor and poked her head out from behind it back at Freeze. He was getting to his feet and looking around. Due to the fog, she couldn't see his face, but she knew he was extremely angry. His red eyes looked back and forth until he started walked to his left.

Rarity was confused. She thought that Freeze could follow her and Batman based on their head readings. Then she remembered that she had stepped into the water. It was so cold in here that her hoofsteps must not have given off any heat readings at all. She was going to have to wake Twilight up really quick if she didn't want to die.

Freeze was walking around the room for a moment before he stopped somewhere on the balcony above her. **"Where are you?"** Freeze demanded.

Rarity stayed silent. No way was she going to give herself away at this point. She looked around the room for Batman. As usual, he was hidden. Rarity was on her own until this fight was over. What little adrenaline she had left was starting to die out. She was running out of time.

She heard a hissing noise from somewhere behind her. She peered around the corner to see Freeze standing on a balcony overlooking the room. Three white spheres shot out from behind him and flew up to the top of the room. They had a blue light that seemed to circle around the room like they were scanning it for something. Each sphere suddenly slowed and the lights became red. Two of them focused on one point opposite of the balcony Freeze was standing on while another pointed directly at Rarity. The sat there in mid-air for a moment before launching themselves to wherever they were pointing.

Rarity hid behind the desk just before the sphere impacted behind her. They were telling Freeze where her and Batman were hiding. Rarity ran out from behind her hiding spot and went toward where the other two orbs had pointed.

She quickly made her way into the room and turned left. She saw Batman crouching underneath a class window that looked out into the room. She also crouched and made her way over to him.

"Wh-What are y-you doing?" She shakily asked him

**"The Clown will pay for taking my wife."** Freeze boomed from outside.

"Waiting for Freeze to come this way." Batman replied.

Rarity could hardly speak. She just stood where she was until she saw the glow from Freeze's goggles bounce off the wall in front of her from outside. Once they were adjacent to Batman's location underneath the window, he pulled out his explosive gel and waited for the light to continue in front of him. After a second or two, he pressed the button and the resulting explosion echoed through the room.

Batman got up and ran through the room. Rarity slowly followed him around the wall and looked to her right. Freeze was crouching on the ground and Batman was going to work on beating him. He had blown up a weakened wall and made it impact Freeze. Batman assaulted Freeze again and again.

Freeze's suit never powered up, however. Batman yanked his gun away, threw him on his back, and climbed on top of him. He started punching the glass on Freeze's helmet over and over again until it finally broke. He continued punching Freeze in the face for a few seconds.

Rarity wanted to yell at Batman to stop. He had been defeated, but Batman was still going. However, her weakened state and her anger at Freeze prevented her from saying anything.

Batman punched Freeze a few more times until Batman started screaming and grabbing the sides of his head, almost like he had a massive headache all of the sudden. He breathed heavily and rubbed the temples on either side of his head for a moment before he calmed down. Rarity looked at him with worry and stepped toward him.

She was about to speak until a loud buzzing sound came from the safe by Freeze's desk. All three of them turned their heads over to it. The safe seemed intact, but that sound was still coming from it. Batman stepped toward Freeze as he lay on his back.

Freeze breathed heavily from exhaustion as Batman stepped on his arm and started pressing a few buttons on Freeze's gauntlet. The lights on the terminal next to the safe switched from red to green, signaling that it was unlocked. Batman got up and made his way over to it. Rarity followed him over to her friends.

"Please… Find Nora." Freeze breathed. "She's all I have left."

Batman said nothing as he approached the safe. He grabbed the handle and opened it. He stood there, looking inside. Rarity stood on her hind legs and looked around him inside the safe. It was completely empty. There was a hole where the back of the safe should have been that led to the hallway outside. She gasped lightly and stepped back down. The back of the safe had been ripped out while they were fighting Freeze.

Freeze grunted and got to his feet. He saw inside the safe behind Batman. "It's over." He said solemnly. "That was all I could manufacture."

Batman threw the cards on the ground. "Harley Quinn took it." He said before he slammed the safe shut in anger.

Freeze breathed angrily. "What are you waiting for? Go and get it back. The Clown must pay for what he has done to us."

Rarity turned to him angrily. "The Clown must pay? What about you?!" She demanded. "What about all this trouble that you brought on Batman, my friends, and myself?! If anyone should pay first, it should be you, Victor!"

Freeze looked at her. "You haven't the slightest idea what Nora means to me. I would do anything to ensure her safety. She is the most important thing to me in the world."

"But putting innocent lives in danger because of her disappearance? Because we didn't agree right away?" Rarity snapped.

"If that's what it takes to ensure her safety, then yes." Freeze stated.

Rarity stood there, looking appalled. She couldn't believe that Freeze would so hastily go on a crazy attack because of something like this. "I can't believe you." She said. "What would Fluttershy think of this behavior? What would Nora think of you doing these things?"

Freeze pointed a finger at her. "Don't you dare use Nora against me!" He snapped.

They stared each other down before Freeze took a deep breath. "I apologize. You're correct. I should not have reacted the way I did." He said. "However, now he has something valuable to you as well. You need to get it back."

Batman stepped forward. "Its not that simple. Joker's got the Steel Mill locked down. Getting in will not be easy."

Freeze turned around to his desk. "Perhaps I can help. I have been working on a new projectile system." He went to his computer and pressed a button. On the device next to him, a blue object popped up from within. It looked like a container full of grenades. Freeze took it and handed it to Batman. "Maybe these will provide the edge you need."

Batman took the grenades. "I promise you, Victor. I will find Nora."

He put them away and walked over to the other ponies. Rarity followed right behind him. One-by-one each of her friends was un-thawed. They all stood there shaking violently as Rarity tried to talk to each of them and calm them down. She needed lots of help herself, but she had to make sure her friends were okay first.

"L-L-Lemme at him! Y-You're d-dead, F-Freeze!" Rainbow yelled.

Batman grabbed and held Rainbow still. She squirmed and shook as she tried to break free from Batman's grasp, but he held firm.

"Now, now, Rainbow. Victor knows what he did was wrong and he's sorry." Rarity said. "We have more important things to focus on now."

"L-L-Like g-getting w-warm?" Pinkie shivered as she hugged Twilight tight.

"Yes that, and finding both the cure, and Nora." Rarity said.

"Wh-What?! We should f-find his wife?! After what he did?! B-Buck that!" Rainbow snarled.

Rarity gave her a stern look and Batman lifted her up. He carried the agitated pegasus out the nearest exit while Twilight and Pinkie followed behind. Rarity walked out after them and looked behind her. Freeze was now sitting on the ground in front of his computer. He watched them leave.

"Victor, I'm not happy with you, but I do forgive you." She said. "I can understand how you feel about this. I have a little sister, myself. If anything were to happen to her, there isn't a single thing I wouldn't do in order to get her back."

Freeze looked at her for a moment, but said nothing. He closed his eyes and looked at the ground. Rarity looked at him with compassion. "We will find Nora."

Freeze looked back to her for a moment before she turned around and followed the others outside. "Thank you."

They all walked down the hall toward the main entrance. Rainbow's little fit of anger had dissipated and she was just shaking in Batman's arms. The doorway at the top of the stairs they had used to get in was now completely frozen. Freeze had prevented them from leaving out that way.

When they got to the main entrance, they saw that the doors were also completely frozen. They turned around and walked down the hall again toward the back. Once they got there, ruptured steam pipes blocked the way through the half-open doorway. Batman set Rainbow down and threw two of the freeze grenades at the pipes. They froze on contact and the steam stopped.

They all crouched underneath the door, and walked up the stairs. To their left was another tiny room filled with big white bags. The room was labeled 'Morgue'. They ignored it and continued up the stairs. Batman opened a door to the right and urged everypony to go through.

They all took a deep breath when they saw that they were outside. They all stretched as they savored the nice and toasty –4 degree weather. Twilight took advantage of this change of scenery and took her book out to review the spell she had used on Rainbow in the museum. She cast it on Rarity first, then Pinkie, then Rainbow, then herself. She offered to use it on Batman, but he declined.

They took a few steps forward toward the edge when they saw a helicopter shining a bright light on them as they exited. Everyone simply looked at it as it hovered in the air. It wasn't like the other helicopters in Arkham City. Twilight noticed that there were no guns attached to the light.

_"My God… Our mystery caller was correct! It looks like Batman himself is exiting the building, along with four other small creatures."_ A woman on the radio buzzed.

_"Is he really? Hello, Gotham it's me!" _Joker announced. _"I'm afraid Miss Vale will soon be leaving the airwaves!"_

The next second, a rocked came from out of nowhere and impacted the news helicopter. Everypony gasped as it exploded in a big ball of fire as the helicopter spiraled up and over the building out of control.

_"We apologize for this interruption." _Joker said happily.

Batman leapt off the edge and glided over to the right. Rainbow turned and looked at everypony. "Rarity, you follow us! Pinkie and Twilight, you go get Applejack! Tell her what's happened! We'll meet you at the entrance!"

_"We've been hit! We're going down! Mayday! Mayday! May-" _Miss Vale's voice began to face out and was replaced with static before the radio cut off.

Twilight nodded and teleported herself and Pinkie away. Rainbow flew up and around and grabbed Rarity. She pulled her onto her back and took off after Batman. All while Rarity was screaming in surprise and fear. Ever since her wings evaporated into thin air in Cloudsdale, Rarity had developed a slight fear of heights and flying. She clung to Rainbow as tight as she could and screamed at the top of her lungs. Rainbow grunted as she tried to remain level in flight after Batman.

Batman grappled in the air up to a gargoyle on the top of the GCPD and took off immediately after. Rainbow was right on his tail a few feet below him. She spotted the column of smoke from the helicopter crash and flew toward it.

_"Hello? Gotham? I don't know if you can hear me." _Miss Vale panicked. _"My news copter has been shot down. We've crashed down somewhere in Arkham City. We need help!"_

Batman continued to grapple, dive, and glide over to the crash site as fast as he could. Rainbow was a few yards ahead and was circling the crash site from above.

_"I am now stuck on part of the old Gotham freeway, in what looks like a turf war between-" _A gunshot from somewhere below caused Miss Vale to gasp on the radio. _"What the hell was that?! Oh God! There are snipers! They're all around my position! I can see what looks like inmates moving in on us! Please! If anyone can hear me, send help!" _She begged.

Rainbow squinted her eyes at the scene below and saw four red laser lights all pointing at or around the crash site. She also saw a woman crouching beside the copter on the other side, hiding from the snipers' gaze. Rainbow flew down and landed on the building overlooking the crash site. Rarity quickly got off her back and looked back at Rainbow like she was crazy.

"Stay here!" Rainbow ordered and took off before Rarity could say anything.

She flew into the air and circled the crash sight again. She followed one pair of laser sights over to a building to her left.

_"This is Vicki Vale! I repeat: this is Vicki Vale! If you can hear this, help me!"_

Rainbow accelerated on the pair of clown thugs as fast as she could. She noticed Batman land a few feet behind them. She thought quickly and came up with a plan. This Vicki Vale was panicking so much that she would eventually be shot. Rainbow had to get the snipers off her back as quick as she could.

She flew down to their level right in front of them. "Hey bozos! Bet you cant get me!" Rainbow taunted. She stuck her tongue out at the thugs and gave them both a raspberry before taking off away from the crash.

"The hell is that?!"

"Its one of those freaky horse things! Kill it!"

Rainbow chuckled and started flying in loop-de-loops in the air. The snipers aimed as best they could and shot, but Rainbow was too fast. She flew around in random patterns until Batman grabbed both of their heads and smashed them together.

Rainbow grinned and they both took off toward the other pair.

"Sniper fire has ceased from Dini towers. I can no longer see the snipers on the roof of the apartment building."

Batman ran along the rooftops toward the remaining thugs, while Rainbow flew ahead and began taunting them like she had with the other two. She started flying in crazy patterns in the air above the crash site while the snipers did their best to shoot her down.

Out of sheer luck, one of the snipers' bullets barely grazed her flank. She yelped and took off into the air as fast as she could. In her peripheral vision, she saw the pair of laser sights circling her in the air. She quickly dove down just as they shot at her again. They missed, but Rainbow was starting to panic. She didn't want to risk getting shot again, so she flew behind a billboard and waited for a moment.

After a moment of cease-fire, the radio buzzed again. _"It appears the snipers covering my position from the southeast have gone. The roof of the Kirshun building has gone quiet. Either they've all left, or someone has taken them out."_

That was her queue. Rainbow exhaled and took off again. She flew out from behind the billboard and looked at the building where the snipers had been. Batman was just starting to glide toward the crash site.

"If anyone can hear this broadcast, send help. Please."

Rainbow quickly descended next to Vicki Vale and landed right next to her. She took a startled step backwards. Batman landed behind her and wrapped his arm around her. He pointed his line-launcher in the air and zipped over to the nearest balcony. Rainbow flew right behind them.

Batman dropped and landed. Vicki stumbled out of Batman's grasp and caught her footing a few feet in front of him. She turned around to face him as Rainbow landed right next to him.

"You should be safe here for now. Stay here and keep out of sight." Batman said.

Vicki Vale was holding what looked like a phone in one hand. She was young, she had short, blonde hair, and she was attractive. He had burn marks and all sorts of dirt all over her jacket and skirt. She looked quite shaken as she looked at Batman and Rainbow.

She held the phone near Batman. "Any chance I could get an exclusive? What are these pony things doing here? Care to tell Gotham what's going on with your face?" She asked.

Rainbow stifled a laugh at Vicki's question. True, Batman's face looked like something was wrong with it, but she found the way that Vicki asked her question kind of funny.

"No. Stay here and be quiet." Batman ordered.

Rainbow looked over to her right. She thought she saw a small figure on the rooftop just a few seconds ago, but no one was there. She eyed it suspiciously for a moment before shrugging it off.

The radio buzzed again. Batman turned around and put his fingers to his head. _"Now, that's no way to talk to the nice reporter lady, Bats!" _Joker said.

"What do you want?" Batman demanded.

"Who are you talking to?" Vicki asked.

Rainbow rolled her eyes. This lady was annoying.

"Now see what you've done? The poor woman's all confused! Hardly surprising, I suppose. I mean she's just been in a terrible accident. Heeheeheeheehee!" Joker giggled.

"That you caused." Batman said.

"How dare you! I've never been so-!" Joker sounded insulted, but he quickly changed his tone. "Oh what the hell? Yes, okay/ HA! It was me! I just needed a little time to guarantee that Harley got back to me with my delicious cure! And if you're a good boy, I may even save a little for you! It's unlikely, I know, but I'm really your last hope now, aren't I?"

Rainbow growled as the radio cut off. Batman put his hand down and started walking away from Vicki. She still reported to anyone who was tuned into the news station that she worked for.

"Well Gotham, it appears I'm safe, for now. I've just been rescued by Batman and, get this, a talking horse. They just saved me from what felt like certain death at the hands of snipers, all working for the Joker. How did Joker's crew get their hands on sniper rifles in a maximum-security prison? That, Gotham is a question I intend to put to Professor Strange if I ever get out of here." Vicki said to her phone.

Rainbow couldn't believe what she was hearing. This lady was so addicted to her job that even after a near-death experience, she continued like everything was just fine. Rainbow thought she might have some problems.

Batman turned around and grappled up to the top of the building the balcony was attached to. Rainbow remembered that she left Rarity on this building. She took off and slowly flew up to the rooftop after Batman.

She was totally out of breath. The bullet grazing her thigh made her a little anxious. She landed on the rooftop next to Batman. He had his fingers to the side of his head like he was listening to someone talking to him. Rainbow cocked her head at him while he stood there.

"Uh, Batman?" She asked.

Batman held a finger up at her as if to say 'one second' and continued to stand there. After a moment, he put his hand down and looked at Rainbow.

"I'll be right back." He said.

Rainbow was confused. "What? Where are you going?"

"Alfred said he managed to make a cure. He sent it here and said he's working on a bigger batch for the rest of Gotham. I'm going to go get it, then come back to stop Joker." He said.

Rainbow was still confused. "When did he tell you this?"

"Just now." Batman said. "I'll be back. Go back to your friends at the entrance to the GCPD."

Rainbow was about to interject, but Batman grappled up to the next building and flew away. She wanted to go after him, but she was feeling really shaky because of everything that had happened. She sat down and examined her wound on her flank. It made a thin scrape across her cutie mark. It still stung and was bleeding slightly, but she couldn't help thinking that it looked rather cool to her.

She smiled as she recognized her own awesomeness. She took a deep breath and shook her head wildly, trying to snap herself out of it. She looked around the rooftop for Rarity, but she was nowhere in sight. She walked around the rooftop and looked everywhere. This particular rooftop had fancy, big columns and a frozen swimming pool. Rainbow guessed that someone really rich must have lived here before it became a part of a prison.

On the other side of the roof were a few shacks that were similar to the ones she had seen around Arkham City. She thought that Rarity had gone inside one of them to get away from the loud gunshots and she hadn't come out yet.

Rainbow peered inside one of the shacks. There was nothing inside but an old mattress and a few boxes. She went on to the next shack to find two mattresses. The next shack had another pair of mattresses. The more Rainbow saw the mattresses, the more she realized how tired she was. A pony as awesome as her needed a good power nap every now and again, and she didn't count her brush with death as one of them.

She yawned as she continued looking inside each shack. It seemed with every shack she checked, there were more mattresses there were inside. She was now coming up on her eighth shack. She looked inside to find countless, clean white mattresses all spread out on the ground.

"Oh boy am I tired." She yawned. "I gotta find Rarity though."

She turned away from the pile of beckoning mattresses and continued to the final shack. As she looked inside, her eyes went wide and her jaw dropped at what she saw.

"No… Way…" She said with a smile.

Inside this particular shack was the whitest, fluffiest-looking cloud she had ever seen. It looked just like ones she napped on in Equestria. She looked around to see if anyone was there before she walked inside the shack.

"Well, I guess I can lay down for-" She yawned loudly again. "-for a little while. Celestia knows I deserve a little break."

She pounced on the cloud and landed on her back. Her eyes went wide again when she felt that she landed on something. She reached into the cloud and felt around for what it was. She grabbed it and pulled it out. She looked at it for a moment before her mouth turned into a smile and she squee'd with happiness.

"A Daring Do book?! No way!" She said happily.

She held it close to her and wiggled her hind legs happily. Giggling like a fangirl, she opened the book and read the title page. "Daring Do and the City of Gold! Sounds awesome! Lets see what Daring gets herself into this time!"

She turned the page and started reading. She read for a few minutes before her eyelids became really heavy again. She yawned again and continued to read. She was almost to Chapter Two when the words started to become fuzzy.

"Ugh! I hate being tired!" She exclaimed. She looked around the shack and saw a small box to her left. "Fine. I'll read it when I wake up."

She marked her place in the book and set it down on the box. She then curled up into a little ball on her cloud and exhaled. "I'll only sleep for... for a little bit… I gotta… get back… to… everypony…"

Rarity watched Rainbow zoom away into the sky. She was incredibly angry with her that she had just picked her up and flew crazily around without her consent. She growled angrily before the sound of a loud gunshot frightened her.

She gasped and turned around. She ran as fast as she could toward a large pillar and hid behind it. She breathed deeply as she waited for the gunshots to stop. While she was waiting, she noticed the complexity of the rooftop. For being in a maximum-security prison, she rather enjoyed the design of some of the buildings. She looked around the rooftop and took in the atmosphere.

She didn't have time for it all though. There was still sniper fire behind her. She saw a door that led outside to her left. It was made of glass and it was really dirty, but she decided she would take it. Knowing that the snipers probably couldn't see her, but still nervous all the same, she ran to the door. It was locked.

"For the love of all things beautiful!" She exclaimed. She took a few steps back and charged at the door. Luckily, the glass was old and weak and it shattered on impact. She smiled and went inside.

She looked around at the inside of the building in awe. Unsurprisingly, the interior was covered in many cobwebs and dust, but the intricate nature of the building itself made her want to sing and dance. There were a few portraits of some fancy people on the walls, a few end tables filled with expensive wares, and a giant chandelier hanging from the ceiling made entirely of diamonds.

"Oh my word." Rarity breathed. "This place, whatever this is, is absolutely gorgeous!"

She took a step forward and as a result, kicked up a cloud of dust. Rarity looked at it with disgust.

"Well, apart from the dirtiness, of course." She said.

She walked down the main hallway and turned right. To her astonishment, there was an old workshop that was similar to her dress shop in almost every way. Blueprints of dresses hung on the walls, fabrics lined the cubby on the wall, and old dresses were worn on the mannequins inside. It was like she stepped right into Arkham City's own Carousel Boutique.

"My goodness! I don't think I've ever seen so many new designs!" She marveled at them all and took a few steps toward some of the dresses. "These look like they're Victorian-era! Oh I simply must have some of these designs for when we get back home!"

Rarity began using her magic to levitate many of the designs down off the walls and into her saddlebag. They all were designed to fit humans, but she would solve that little problem when she returned to her workstation back in Ponyville.

She counted fifty-six new designs in her bag. She also took a few materials and tools with her to see if she could use them. She didn't much care for looting, but this place was too big to simply pass up.

"Now then," She said as she locked the buckles down on her bags. "I need to get back outside. Rainbow will be looking for me."

She turned around and headed out the door. She turned left at the hallway when she saw the doorway light up brightly accompanied by the sound of a helicopter. The florescent light that was seeping in bounced off the walls and everything inside. It illuminated everything on the walls, on the tables, and on the ceiling. Some of the objects on the tables began to sparkle and glow with all sorts of colors, the walls began to sparkle with gold and silver flakes, and the light hit the chandelier above and illuminated the room with every color in the visible light spectrum.

Rarity gasped as she took in every detail. She didn't realize that she was standing in a haven for crystals and diamonds. Her eyes twinkled and she shrieked happily as she looked at everything. The environment was suddenly too much for her to take all at once. She started to feel dizzy from the sudden change in atmosphere.

She wobbled back and forth and fell on her back with a huge smile spread across her face. "Oh Celestia, this place is like a dream come true." She breathed. "I need to rest my eyes, its… it's too much!"

She felt her vision fade and her eyelids drop over her eyes as she passed out from the beauty of it all.

Twilight teleported her and Pinkie over to a staircase to their right and ran up the steps. She saw Rainbow and Rarity fly after Batman over to the helicopter crash. They continued up the steps and were on the upper balcony outside the GCPD. Twilight continued on through a hole in the wall over to the front of the building. Pinkie was right behind her.

"This way!" Twilight said.

Pinkie nodded and they exited the hole on the other side. Twilight teleported to the ground floor while Pinkie jumped down after her. They turned right and looked at the big door.

"Applejack! Can you hear us?" Twilight asked.

There was no answer. Pinkie and Twilight looked worried. Harley Quinn had to have used this way when they came in and stole the cure. If Applejack couldn't take them on, she could be dead or with them.

"APPLEJAAAACK! WHERE AAAARE YOU?!" Pinkie yelled. "ITS PINKIE PIE AND TWILIGHT!"

"Shush! Not so loud, Pinkie! They could still be here!" Twilight shushed.

Pinkie smiled sheepishly. "Sorry!" She whispered. "Applejaaack! Come out here! We need to make sure you're okay!" Pinkie yelled with a whisper.

"Pinkie!" Twilight yelled.

"What? You said I needed to be quiet! That's as quiet as I can go! How else are we supposed to find her if we're dead silent?" Pinkie asked.

Twilight groaned and facehoofed. She used her magic to open the door all the way and her and Pinkie ran inside. They looked around, but there was no sign of Applejack anywhere. Pinkie looked down into what led to the parking garage. There was a gate that looked really weak that separated them from it, but it was locked so it prevented access.

"Where is she?" Twilight asked. "She said she would stay right here!"

"I dunno, Twilight." Pinkie said. "Maybe Harley kidnapped her, or maybe she ran down here and hid!"

Twilight nodded. "Maybe." She thought for a moment. "I'm going back out there to look for her. You head down there and search for her, okay?"

Pinkie saluted. "Okie dokie lokie!"

Twilight turned to the open door. "You going to be okay all alone for a bit?" She asked.

"Well, I'm not going to be totally alone! Isn't that right?" She said, looking up.

Pinkie, as far as the story is concerned, yes you will be alone for a little bit.

"You mean you aren't going to be with me?"

Only to tell the readers about what you're going to be doing down here.

She folded her arms. "Oh so now you're just going to ignore me completely then, huh?"

I just said that I'm going to be with you every step of the way! I just wont talk to you because I'm not supposed to!

Pinkie angrily sat on her rump "Well! How about if I just don't do anything until you talk to me? Whatcha gonna do then?"

Suddenly, Pinkie started running around in circles like a lunatic and started screaming, "Pinkie is weird! Pinkie is a wacko pony! Pinkie is a loopy nutjob!" Twilight stepped backwards at watched the scene in front of her. Pinkie blew raspberry while she rolled on the ground for a few moments before finally stopping. She looked back up in anger.

That, Pinkie is what I'll do.

Twilight looked up. "Pinkie, were you just arguing with the author?"

Pinkie looked at Twilight. "Well, he started it."

I did not!

"You did too!"

Did not!

"Did too!"

Did not!

"Listen, you jerk! How about I-"

"Pinkie, stop!" Twilight ordered. Pinkie looked at Twilight and sat down again where she was. "We have more important things to deal with right now than listen to a disagreement you have with the author of a fanfiction story."

Pinkie gave a frustrated sigh and looked up again. "Fine."

Fine.

"Good. Sorry about that, Mr. Author."

Don't worry about it, Twilight.

With that, she walked out and closed the door behind her, leaving Pinkie alone. Well, nearly alone.

Pinkie waited a few moments before she started laughing hysterically. "That was really fun! We need to do this more!"

I agree, Pinkie. However, she is right. You need to get on with your search for Applejack.

"Don't you know where she is? Can't you just tell me?"

Now, Pinkie, you know that a really cool part is coming up right after you find Applejack, right?

Pinkie bounced to her hooves. "Oh right! That part!"

The sooner you find Applejack, the sooner we can get to the part everyone's been waiting for!

"Okie dokie lokie!" Pinkie said. She was just about to run down to the parking garage before she looked up again. "I just wanted to say sorry to all the readers! We got a little off keister back there. I wont get distracted and talk to the author again unless it's really important, okay?"

She waited a moment and then smiled wide. She turned tail and began to bounce toward the gate. It looked really weak. The lock was so rusted that it looked like it would fall off at any time. She turned around and bucked the lock as hard as she could. It broke on contact and the gate flew open.

She walked through and looked to her left. She saw many piles of rubble on either side of a large body of water. It looked like the floor had been blown to bits from below. There were also a few old abandoned cars in some of the slots right against the wall.

She looked around the room for another moment. "Applejack? You down here?" She called.

There was no response. Based on the destruction in the room, she concluded that it was extremely unlikely that Applejack was down here. She turned around and walked back to the main entrance to the GCPD. Applejack was nowhere to be found. Pinkie didn't think that she would just get up and abandon them out of the blue. Applejack wasn't like that at all. She was Ponyville's most dependable pony.

Pinkie got back to the doorway and sat in front of it. Just like inside, the door was completely frozen over in a thick layer of ice. There's no way Applejack could've broken through it and got inside. She decided to wait for Twilight to return.

Five minutes passed. Then ten. Then twenty. Pinkie was starting to get worried. She paced back and forth where she was. She didn't think Twilight would abandon her in a place like this. None of her friends would.

"Huh." She said. "Twilight isn't here yet, but then again neither is Rainbow Dash or Rarity. Didn't Rainbow say that they would meet us all back here when they were finished rescuing that reporter lady?"

Pinkie looked out the chain-link fence to the outside. It was completely quiet out there.

She giggled nervously. "No, there's no way they would abandon me here. They're my best friends! They wouldn't forget about me!" She nervously looked around at her surroundings for another moment. "Would they?"

Twilight shut the door and walked away. "Come on, Pinkie. We've got too many problems as it is." She said to herself.

She ran out the exit to the parking lot of the GCPD. She could only go so far before the freeway cut off. She looked around for anything that could be of use to her. She had to find a trail or something. She suspected that Harley Quinn took Applejack while they were inside with Freeze. She needed to find out where they went.

She turned around and walked back toward the GCPD, thinking to herself. She looked to her right and saw another staircase that led up to the balcony above the parking lot. An idea popped into her head and she made her way toward it.

"Maybe they went along the rooftops! Maybe there's something up here!" She said.

She looked around the ground for any evidence that could point her in the right direction. On the rooftops, she had a great view of the city. It reminded her of Manehatten. She had only been there once, but it was a really exciting visit for her.

She shook her head and focused on finding evidence. She circled the entire rooftop twice and came up with nothing. She was sitting on the rooftop directly above the parking garage entrance and thinking to herself. Nothing was up here so she decided to head back down to Pinkie.

She was about to teleport down to the ground level when she heard something from behind her. She turned around but saw nothing. The sound was still there, however. It sounded like soft crying. She cautiously walked along the balcony toward the sound. As she walked, the sound became slightly louder. She recognized the sound more clearly now. It definitely was crying and it was definitely coming from somewhere behind the GCPD. It sounded like a softly crying child; more specifically, a softly crying baby dragon.

"S-Spike?" Twilight called.

The crying continued. Twilight walked into the walkway to her right that led to the other side of the building.

"Spike? Is that you?" She called again.

The crying stopped for a moment. "T-Twilight?"

Twilight's heart skipped a beat. "Spike!" She ran outside to the other end and looked right. Spike was curled up in a ball inside a small cardboard box with tears rolling down his face. He looked absolutely terrified. Twilight began to cry as she ran to him.

"Spike, what are you doing here?! How did you get here?" She asked.

Spike got up and rushed over to Twilight. He hugged her as tight as he possibly could. "I d-don't know! Princess Celestia and Princess Luna were working on a way to bring you guys back home and something must have happened! I got zapped here! Everything here is dark and scary, Twilight!"

Twilight rubbed the back of Spike's head and tried to calm him down. "I know, Spike. I know. We're going to get back home though, okay? We made a new friend here. He's really nice, and he's really strong, and he'll keep us safe, okay?"

Spike sniffed. "I want to go home! Come on! Lets get out of here!"

Twilight looked at him with total sadness. "I want to go home too, Spike. But our friend needs our help. You should meet him! I think you'd like him!"

She tried to lift her head up, but was brought down to Spike's level again as he grabbed her around the neck. "I want to go home now!" He demanded.

Twilight grunted and tried to lift herself up. "Spike, I know! We need to do stuff here first, though! Now follow me and we-"

"NO!" Spike boomed. His voice became much deeper and his grip on Twilight's neck tightened. "WE GO NOW!"

Twilight gagged as Spike took a step backwards. He was still choking Twilight. She looked at him with shock and confusion as his grip tightened. Spike stared anger into her eyes before giving her an evil grin. Twilight tried to breathe, but it was no use. She was tempted to use magic to pry the angry dragons claws off of her neck, but she didn't want to hurt him, even if he was hurting her.

To her surprise, the baby dragon purple and green color seemed to fade and distort and Spike began to grow bigger. He seemed to change his appearance as well. He didn't look like Spike anymore. Twilight's vision began to go as she looked into the creature's eyes.

"Y-you… a-aren't… S-Spike…" was all she managed to wheeze out before she slipped into darkness.

"Pinkie, stop thinking crazy. You're overreacting." Pinkie said to herself. "Everypony is fine, they're gonna be here soon! You just need to wait a little longer!"

She could hardly wait anymore, no matter how much she assured herself. It had been nearly thirty minutes since Twilight left to search for Applejack. She was starting to lose it. A secret that she had that she hadn't told anypony is that whenever she felt extremely sad or depressed, she could see another pony. It looked exactly like her in every way except her mane and tail were completely straight. She was really mean to Pinkie. The only time she would smile is when she could make Pinkie cry. She went by Pinkie's real name, Pinkamena.

"Pinkie, calm down! Come on! You know that you're friends would never abandon you! Never in a million years!" Pinkie said to herself.

"They seemed to abandon you on Gummy's after-birthday party." Pinkamena replied.

"What? No, they were just busy getting my party together!" Pinkie said.

"Really? You're the one who throws the parties, you're the hostess, and you're the one who shows everypony else a good time. Why would you need to go to anyone else's party? You are the only pony who can throw good parties!" Pinkamena snapped.

"N…No.. Everypony else can throw parties too…"

"No they cant! Other ponies' parties are insulting to partying in general! They know it and you know it! They're trying to replace you. They're trying to show you that they don't need you by throwing their own parties! Then they have the audacity to invite you to said party just to rub it in your face that your special talent isn't special at all! They don't need you!"

"…M-My cutie mark isn't special?"

"HA! A pony who loves parties? Of course that isn't special! Everypony loves parties! Having a cutie mark like that is so boring! You're boring! Why in the world would your friends even want to hang out with you?! How do you even have friends?! You're nothing! You're pathetic!"

Pinkie broke down and cried her eyes out harder than ever before. She had never felt this low in all her life. Her hair deflated and she turned to a darker shade of pink. She sat on the ground and cried into her hooves.

"You're friends wont be back for you because you have no real friends!" Pinkamena yelled. "You're going to be stuck here all alone, forever. You're going to die there all alone."

"No! No! No! No! NO!" Pinkie wailed.

"You're the Element of Laughter because everypony laughs at you! It's hilarious how pathetic you are! Ha! HA HA HA HA!" Pinkamena laughed.

Pinkie's head was suddenly filled with the combined laughter of all her friends. They were calling her names, making her embarrassed, and harassing her. She looked up to see the rest of her friends surrounding Pinkamena. Each of them were pointing and laughing as hard as they could.

There was laughter inside her head and outside. All she could hear and see was laughter. She began to cry harder, which made Pinkamena and her friends laugh at her harder.

"Please…" She sobbed. "Please stop laughing at me…"

Her face turned red with embarrassment and she hid behind her hair and cried into her hooves as they continued to laugh at her cries.

The laughter was so uncontrollable. It never stopped even for a second. Pinkie wanted to curl up and die right there. This was a new kind of torture for her. All her friends had abandoned her and she was now completely alone. She never thought she'd smile ever again.

"Pinkie?"

The laughing ceased immediately. Pinkie lifted her head up and looked around. The environment around her was completely silent. The laughing, the torment, the bullying, Pinkamena, they were all gone.

"Pinkie? Where are you?" A voice called.

Pinkie sniffed and turned around. She looked past the chain-link fence and saw all five of her friends walking around the parking lot looking for her. Pinkie felt a huge wave of relief. Pinkamena had been wrong. Her friends really were looking for her.

"Pinkie!" Twilight called.

"Get on out here, sugarcube!" Applejack said.

"Pinkie, we've been so worried!" Fluttershy said.

Pinkie pounded on the fence. "I'm in here! Please get me out!" She cried.

They all turned their attention to her and gasped. "Oh no." Rarity said.

They all ran to the doorway and began working on opening it. Pinkie was banging on the door as hard as she could and crying uncontrollably. The door didn't budge. It remained closed.

"Pinkie, we can't get the door open!" Twilight said.

"Just hang on! I'm going to-" Rainbow said.

"NO! DON'T LEAVE ME HERE! PLEASE DON'T LEAVE ME HERE AGAIN!" Pinkie shrieked.

She eyed the bottom of the door and stuck her hooves underneath. She pulled with all her strength until the doorway bent from her brute strength and made an exit big enough for her to get through.

She wiggled her way out from underneath the door and ran to her friends. On contact, she broke down and sobbed uncontrollably again. She tried to say that she was so happy that they didn't forget about her, but it was lost in the bubbling and the crying.

"We would never leave you here, Pinkie!" Rainbow said.

"What in the world would give you an idea like that?" Applejack asked.

Pinkie tried to answer, but she was recovering from her crying fit to give a complete answer.

"You know, it doesn't matter. We're all here now, right?" Twilight said.

Everypony else agreed enthusiastically. Pinkie wiped her eyes and looked at all her friends. They still looked really fuzzy from all the tears she had pouring from her eyes. She continued to wipe her tears away, but her friends looked fuzzy.

"Now come on! Lets get outta here and get home!" Applejack said. Her voice was slightly deeper than before.

Everypony else's voices were also much deeper as they agreed with Applejack. Pinkie felt woozy. This whole experience must have made her extremely light-headed. She released her embrace from her friends and tried to balance herself. It wasn't working for her.

"You… guys?" She slurred.

Everypony continued to talk amongst themselves, but Pinkie couldn't understand any of them. She wobbled back and forth until she fell to her side and passed out on the cold ground.


	17. Mad

Tick… Tock… Tick…. Tock… Tick... Tock... Tick... Tock…

A ticking clock stirred Fluttershy awake. She groaned slightly and opened her eyes. It took a moment for her eyes to adjust to the dark environment she was in. She was sitting at a table with her hooves restrained. In front of her was a large cup of tea, a few plates of cupcakes, and a book to her left that read 'Alice in Wonderland'. She had no idea what was going on.

She felt sick. Almost like she just threw up. She tried to think of the last thing she saw before going to sleep. She remembered the church, Mr. Freeze, and Angel Bunny. Angel had led her down an alleyway and offered her a cup of tea. It was the best cup of tea she ever had. She didn't remember anything else after that.

She noticed that someone was sitting across from her. She squinted her eyes and saw Rainbow Dash. Like herself, her hooves were restrained to the table on either side of a large cup of tea. She would have been happy to see her, but Rainbow was wearing a grotesque bunny mask on her face that sent chills down her spine.

There was a bright light coming from the right. Fluttershy wanted to shield her eyes, but something was preventing her from shutting them. All she could do was blink every so often. That's all that happened. It was like she little to no control of actions. The bindings prevented her from moving, but something inside her said that she didn't want to move even if she could.

She tried as hard as she could and managed to slowly look around the table to see each of her friends also sitting at a seat with their hooves restrained and a cup of tea in front of them. Rarity was on Rainbow's right and Pinkie was on her left. Twilight was sitting on Fluttershy's left while Applejack was on her right. Applejack, Pinkie Pie, and Twilight also had bunny masks on. Rarity's eyes were glazed over and she sat there staring at Twilight with an expressionless look on her face.

Fluttershy heard a groan come from her left. She slowly turned her head to see Batman sitting at the end of the table with his wrists also restrained beside a large cup of tea. He too looked woozy. He slowly looked up to face the rest of the ponies at the table.

"More tea, Batman?" Someone asked.

The voice startled Fluttershy. She slowly looked to her right and saw a man sitting on the far end of the table. The light that shone from behind him prevented her from seeing his face, but she did see the silhouette of a large top hat on his head.

"Where am I? What's going on?" Batman asked.

"What a question! Shall I tell him?" The man with the hat gave a light giggle as he asked Pinkie his question. Pinkie's response was a slow nod. "Oh ho he looks so confused! Maybe I should!"

Fluttershy didn't like this man. Not one little bit. His voice was high and creepy. He sounded like a complete lunatic. She wanted to get out of here, but something inside her was preventing her from moving. She felt like her mind and her body was no longer connected.

The man continued. "Well its simple, really. I planted a teeny, tiny little idea in your head! A sort of remote hypnotic suggestion very complicated stuff. I'm sure you wouldn't understand, but as you can see, it worked. You're mine now! You're mine and there's nothing that Strange can do about it!"

He sounded too full of glee. It made Fluttershy uneasy to hear him speak.

"Oh, are you not going to drink your tea? Its special tea! My special tea!" He announced proudly. "My specialty." He whispered with a little giggle.

"Go to hell, Jervis." Batman growled through gritted teeth.

Jervis continued talking. "Simply put, I made you see what you wanted most."

If Fluttershy could gasp, she would have. This man somehow used something to make her see Angel Bunny. It's what she wanted most. He tricked her into thinking that Angel was inside Arkham City with her and that she managed to find him. After he offered her the tea, she fell unconscious and was captured. All her other friends must have been tricked in the same way.

This made her extremely angry. No one messes with her friends and gets away to brag about it. She grunted and focused as hard as she could to try and take control of herself again. She forced her brain to send multiple commands to her body as she struggled to put a stop to this.

"Now what was it? Tell me." Jervis said happily. "Oh tell me! Hee hee hoo so predictable, just like Alice! Never doing what I want without ludicrous amounts of psychoactive controls."

Jervis reached down under the table and brought out a few more masks before he hopped on top. "Well if that's what's necessary, then it's a good job that you've already taken them!"

Fluttershy felt her head turn and face Batman. Everypony else at the table also turned their heads toward him at the exact same time. Fluttershy tried as hard as she could to fight whatever Jervis had put inside her to make her do these involuntary actions. Her face twisted into an expression of extreme anger and she started shaking slightly. Jervis walked down the table toward Batman.

"All we need now is a finishing touch! A new hat!" He said. He threw a bunny mask onto Rarity's head. "For you!" He said as he threw another mask on Batman.

He turned his attention to Fluttershy, who looked up at him in defiance. She finally got a look at his face. He looked old, and his long overcoat looked very dirty. He had a green bowtie on his neck and a pocket watch in his left hand. He stared at Fluttershy with curiosity.

"And what have we here? What do you think, little pony?" He asked her.

Fluttershy tried to speak. Her lips pursed open slightly and she managed to whisper out, "No… one… messes… with my… friends!" She growled.

Jervis stepped back. "My, my, my! We're going to need something more powerful for you!" He reached behind him and grabbed something. "Yes! A special new hat!" He crouched down to look her right in the eyes. "Just… for… you!" He threw the mask on Fluttershy's face and the world went dark again.

You are MY little pony now. You will do everything I say.

Fluttershy could feel herself going. She could feel this man taking control of her one limb at a time. She could feel her conscious mind being torn out of her head as this man tried to make her into his puppet. She couldn't give up. She desperately tried to fight back. She began to scream as loud as she could as she slowly took control of her body again.

You will do anything I want.

Her screams were muffled in the darkness, but as she struggled more, they became louder and louder. She could see the darkness slowly fade away the more and more she struggled. The man's chemicals were blocking her view of reality.

"When somepony tries to block," She thought. She pushed the darkness away as she continued to scream and struggle. "Show them that you rock!"

In that instant, the darkness completely dissipated and everything around her was clear. She felt like herself again. She could move every part of her body in any way she could. She was in control again.

_No, no, no, no, no! This isn't right! You can't be doing this!_

She looked around at her surroundings. This was certainly the most confusing place she had ever been in Arkham City yet. She was standing on a number '4' that belonged to a giant pocket watch. They were falling down a giant hole that had teapots, cups, cupcakes, cards, and doors floating up toward a little light in the ceiling. She looked ahead and saw Batman standing there. He looked at her and started to advance menacingly.

She put her hooves in the air and cowered on the ground. "Batman, wait! It's me! It's me!"

He stopped walking. She slowly looked out from behind her hooves and gasped when she saw his face. He had been twisted to have a huge smile and long black whiskers next to his nose. His ears on his cowl were long and floppy. He looked like some sort of deformed bunny.

"Its me. Get over here now." He ordered.

Fluttershy yelped and got to her hooves. A part of her didn't want to trust Batman. Jervis's chemicals manipulated her mind and made her lose control of herself. Then again, if there was anyone with an iron will, it was Batman. Iron Will's training was the only reason that she got control of herself again.

Iron Will wasn't kidding when he said 'satisfaction, guaranteed.'

When she ran to join Batman in the center of the giant clock, five clouds of smoke appeared around them. A few seconds later, they dissipated and Fluttershy's jaw dropped where she was.

Surrounding them were her friends: Twilight, Pinkie, Applejack, Rainbow and Rarity. The only thing that was really discomforting to her was that all five of their heads looked like that of bunnies; white, fat, fluffy, bunnies instead of their normal pony heads.

"Wh-What happened to them?!" She asked.

"Hatter's masks. The chemicals he used distort your perception of reality so you look like rabbits." Batman said.

Rainbow charged at Fluttershy with all her might. Batman leapt over Fluttershy and kicked Rainbow in the chest. She went flying backwards off the edge. Fluttershy grabbed Batman's arm and shot up to him, striking him in the face. Batman exclaimed and grabbed Fluttershy.

"What are you doing?!" Fluttershy screamed. "Don't you dare hurt them!"

"They can't control themselves! Hatter has complete control over them! We need to stop them in order to get him!" Batman barked.

Fluttershy was caught between rage and extreme sadness. She never thought she would be forced to fight her own friends. Batman dropped her and did a back flip to counter Twilight's assault on him. Fluttershy looked behind her to see Pinkie and Rarity close in on her.

She tried to brace herself for an attack. She kept telling herself that it had to be done. There was no other way. She would have to fight them in order to save them. They closed in on her before she shut her eyes and took off in the air.

"I cant do it!" She screamed with tears in her eyes. "I just cant do it!"

She flew in the air above them for a moment until she felt herself rise higher in the air. She looked up to the little light in the ceiling. They were falling so fast that if she continued to fly upwards, she would vanish. She turned around and flew back to the pocket watch.

Batman was having trouble with keeping up his assault on the mind-controlled ponies. Fluttershy saw that he was holding back as best he could to not seriously hurt their bodies, but it still greatly bothered her to see this.

As she was about to land, Applejack tackled her and took her to the ground. Fluttershy started screaming as Applejack started to assault her as hard as she could. Her big, beady, black eyes stared into hers as she hit her with her hooves. Fluttershy just couldn't find it within herself to fight back. All she could do was cover her crying eyes with her hooves and beg her to stop.

Batman rolled over to them from across the way and kicked Applejack in the stomach. She rolled off of Fluttershy and fell off the edge. Fluttershy looked up to him as he continued to defend himself against Pinkie and Twilight.

She got to her hooves as fast as she could, and tried to clear her mind. She told herself to snap out of it and do what was necessary. As far as she could tell, right now, these ponies were not her friends; they were Hatter's puppets.

To her left she saw Hatter appear in a flash of red light. His hands were glowing red as he stared into her soul. _"Relax." _ He said softly.

That was the last thing she wanted to do on her list. She snarled and took off at him at lightning speed. She zoomed in and impacted his head. Instead of him going down, he vanished in a cloud of blue smoke.

She looked around, but he was nowhere to be seen. She turned around to see Rainbow Dash and Rarity charging at her. She exhaled and shut her eyes as she took off to meet them.

"I'm so sorry for this, girls." She whispered just before her front hooves made contact with Rainbow's face.

Rainbow flew backwards again and landed beside Batman while he fought Pinkie and Applejack. Fluttershy landed and bucked Rarity before she had time to attack and she flew off the edge as well.

Fluttershy sniffed and wiped her tears away. She looked in time to see Rainbow recover and get to her hooves before charging at her again. Again, Fluttershy apologized in advance before using Rainbow's momentum against her to throw her to the ground. Rainbow rolled around in pain for a moment before she also vanished in blue smoke.

Fluttershy turned to see Rarity appear by Batman and start to attack him. Twilight was making her way toward Fluttershy now. At the same time, she saw Hatter appear behind her and beckon for her to follow him.

Fluttershy looked at him and Twilight and quickly thought about what she would have time for. It wasn't much. She went after Hatter as fast as a bullet. He couldn't react in time. He screamed as she plowed into his face and he went down to the ground. She stood over him and stared hatred into him.

"No, no, no! Please! Alice will be here soon! What will she think of this?!" Hatter begged.

The ticking of the giant pocket watch slowed down significantly. Fluttershy didn't listen to his pleas for mercy. She grabbed him and hit his face with her hoof as hard as she could.

"Destroy his hat!" Batman yelled from behind her.

She turned to face him for a moment to clarify. Batman was now alone. Her friends had totally vanished. She turned back to Hatter, Staring at him as hard as she could.

"Where are they?!" She demanded.

Hatter's eyes went wide as he took the full power of her Stare. He tried to speak, but he just whimpered and put his hands over his face. He started to cry like a child as Fluttershy continued her Stare with more fury than she had ever felt. Batman appeared next to her, grabbed his hat, and stomped on it as hard as he could. Hatter started to wail in agony before Batman grabbed him out of Fluttershy's hooves and threw him to the ground as well. He punched him in the head and Hatter went unconscious.

In that second, the world went back to normal. They were back in the little room with the small tea party. Much of the cups on the table were overturned and the room was a wreck, but they were back.

Fluttershy tried to look around some more, but something was blocking her sight. She reached up and took the mask that Hatter had put on her off. She looked at it and saw that she had also been wearing a bunny mask. She thought for a moment and realized that her head must have looked like a bunny's too. It made her shudder.

She threw the mask on the ground and looked around the room. All five of her friends were unconscious and laying on the ground or on the table. She started to tear up again at the sight. She walked toward Pinkie, who lay nearest, and crouched down beside her before crying as hard as she could.

"I'm so-" She sniffed. "I'm so, so sorry, girls. I d-didn't want to, I had no choice."

Batman stood beside her. "They'll be alright."

Fluttershy looked at him. "But I wont be." She sniffed.

"Yes you will. Hatter's chemicals turned them into something they're not, and you saved them. Even if you had to hurt them a little, you did what had to be done." He replied.

Fluttershy sniffed for a moment before nodding. He was right. She had to do what she had to do.

He turned to the door. "You wait here for your friends to wake up."

Fluttershy looked at him again. "Where are you going?"

"I've got to go to the Steel Mill and deal with Joker. I need to take the cure so I can save Gotham." Batman reached into his belt and pulled out a small piece of equipment before going back and handing it to Fluttershy. "If you get into any trouble at all, press the small red button. I'll find you." He said.

Fluttershy took it and examined it for a moment. It was a tiny, bat-shaped device. "What is this supposed to do?" She asked.

She looked up, but all she saw was the door to the building start to swing closed. Batman was gone, and she was all alone here with her friends. She sat down again and looked around. She eyed the book on the table and walked over to it. She picked it up and read the title again.

"Alice in Wonderland." She said. The cover had a picture of a young woman in a blue dress and long golden hair sitting at a table with a giant rabbit, a talking playing card, and a cat with a big smile spread across his face. At the end of the table was a short man wearing an oversized top hat on his head. He looked just like Jervis.

Fluttershy looked at him as he lay unconscious for a moment before turning her attention to the book again. She opened to a random page in the book and scanned its contents. There was only one thing that stuck out to her: 'Mad Hatter.'

Batman had called Jervis 'Hatter' before. That must have been what he was known for. Like Victor Fries was known as Mr. Freeze, or like Mr. Cobblepot was known as Penguin, this man must have been Mad Hatter. Fluttershy closed the book and put it in her saddlebag before sitting down and waiting for everypony to wake up.

Twilight quietly groaned as she stirred awake. She slowly opened her eyes. She was lying on the ground with a dusty book sitting on top of her nose. She groaned again and tried to sit up. She managed to get halfway up before a throbbing pain in her chest made her yelp and fall back down.

Fluttershy appeared right in front of her the next second. "Oh! Twilight, are you alright?" She asked.

Twilight tried to get to her hooves again while Fluttershy helped her. "Yeah… I think so." She grunted. "I just had the worst dream, though. I dreamt that we were fighting you and Batman."

Fluttershy looked away solemnly for a moment. Twilight took a moment to register her emotions. "It… wasn't a dream, was it?"

Fluttershy shook her head slowly before Twilight leaned in to hug her. "Fluttershy, I'm so sorry! I wanted to stop! I really, really did, but I couldn't! I saw all the things I did to you and Batman, and I just-"

She stopped talking and started to blubber in tears as Fluttershy quietly shushed her and told her it was all right. She understood that everypony couldn't control themselves; they were just under the Mad Hatter's spell.

Fluttershy told Twilight about Batman's plan and where he had gone. She also told Twilight about the device Batman had given her. Twilight looked at it for a moment before looking around at the rest of their friends. Everypony else was still unconscious.

"I'm going to see if I can wake them up quicker. We need to help Batman. Can you step outside for a moment to just look around at where we are?" Twilight asked.

Fluttershy gulped. "All by myself?"

Twilight nodded. "Just step outside and try to find some sort of landmark or something that will tell us where we are. We need to get moving."

"Oh… okay…" Fluttershy said.

Twilight turned to their friends and tried to wake them up. Fluttershy slowly turned to the door and walked outside. She shut the door behind her and looked around. She was in an alleyway that was much wider than the others in Arkham City. She slowly walked up a set of stairs to her right that led to a chain-link fence. She flew up just so her eyes peered over the top of the fence and she looked to her right. She saw the courthouse a little ways away. That was all she needed.

She dropped back down to the ground and walked back to the doorway below. She opened the door and walked back inside. The first thing she heard as she shut the door was wailing and crying. She whipped around to see Mad Hatter standing on the table holding his squished hat. She saw all five of her friends cornered on the other side of the room, staring at him with total fear.

"No, my hat! My beautiful hat! What have you done?!" He wailed.

"Stay back, Fluttershy!" Twilight warned. "He's dangerous!"

Fluttershy grunted and stepped toward Hatter with all the confidence as she could muster. Hatter turned around to face her with tears streaming down his face as he looked at Fluttershy in fear.

"Don't ever mess with my friends again, Hatter." Fluttershy growled angrily.

"But you don't understand! I need you!" Hatter cried. "I can't win without you!"

"Then you lose!" Fluttershy snapped. "We're not your slaves. Not now, not ever."

Hatter cringed and wailed again before he turned around and continued to cry. Fluttershy hated to admit it, but a part of her actually liked being scary. She could have her way and no one would mess with her. She would assert herself and get what she wanted one way or another.

She shut her eyes and took a deep breath. That was 'New Fluttershy' thinking. She would still be her same old self unless the situation called for more desperate measures. This had been one of those situations, but it had passed.

She opened her eyes and beckoned for her friends to follow her outside. One by one, all five ponies tiptoed their way over to Fluttershy and out the door. Twilight was the last one out, leaving Fluttershy in the room alone with Hatter.

She turned back to him. "My lovely hat… ruined." He sobbed.

Fluttershy shook her head and left the building after her friends.

"It was awful. Ah'd never felt like that before in mah life." Applejack said.

"Me neither. I cannot apologize to you enough, Fluttershy." Rarity agreed.

"None of us can!" Pinkie said. "Can you forgive us?"

Fluttershy smiled and nodded. "Of course I can, girls. I knew that you couldn't control yourselves. After some convincing, I did what I had to do. If anything, I should be asking you for forgiveness."

"Psh! Whatever! You were with Batman the whole time! Anything he says goes!" Rainbow said.

"Oh goodness." Fluttershy smiled again before she perked up. "That reminds me. We didn't hurt you too badly, did we?"

"Naw, just a little sore in a few places." Applejack said.

"Same here." Pinkie agreed.

"I think I got the wind knocked out of me a bit, but otherwise I'm good." Rainbow said.

"Now Fluttershy, you don't worry about us. What's done is done. What we need to focus on is getting back to Batman and getting to Strange. We need those Elements back." Rarity said.

"Rarity's right." Twilight said. "I can cast a few spells on us to make us feel better, but then we need to get going again."

"Better until it wears off, that is." Rainbow clarified.

Twilight slowly nodded. "Right…" She said. "That's something else we need to figure out. Has anypony else been feeling…" She tried to search for the right words. "Out of place? Wrong?"

They all thought for a moment. Pinkie noticed that she had been way more depressed in here than usual. Her hair had deflated more times tonight than she could remember.

Rainbow noticed that she hadn't felt the same ever since the Demon Trials and she went insane. She felt like she wanted to get away from her friends and just get on with everything.

Rarity had noticed that she'd been looking for things for herself more. True, she would still give things, but she really didn't want to. Raiding the fancy building with all the dress designs for herself was the thing that led her into Hatter's clutches in the first place.

Fluttershy noticed that she had let herself lose control and be more aggressive. Ever since she thought Pinkie had died in the highway collapse, she felt her anger right there within reach.

Applejack felt lost with herself as well. In Riddler's cage, she thought that she was going to make it out eventually at first, but after an hour or so, it felt like a lost cause. She kept telling herself that she would make it, but she honestly thought she would die there. She lied to herself over and over again.

One by one, everypony nodded. "What does this mean?" Rarity asked.

Twilight shook her head. "I don't know. I've felt this way too. I feel…" She paused for a moment. "…Disconnected to my Element."

There was a short pause. "I've noticed that exact thing too." Rainbow said.

"Me too." Fluttershy said.

"Me three." Pinkie said.

"But how? How is that possible?" Applejack asked. "How could we possibly be disconnected to our Elements? Ah've never felt that way until tonight."

"I didn't think it was possible either." Twilight said. "But apparently, it is. We're becoming disconnected with our true selves, and that's causing the Elements to lose their power."

"That must be why your magic isn't holding out any more." Rarity noted.

"My thoughts exactly." Twilight said.

"What are we going to do?" Pinkie asked.

Twilight thought for another moment. "We need to get the Elements of Harmony back from Hugo Strange."

"What about Batman? We can't just leave him alone." Rainbow interjected.

"I agree. Bruce has assisted us tremendously in here. We need to help him as well." Rarity agreed.

"Um, Bruce?" Fluttershy asked.

"Oh yeah! Batman is Bruce Wayne." Rainbow said.

"Wh-What?! Really?!" Fluttershy exclaimed.

"Yep! But we need to keep it quiet, okay? No one can know." Rainbow said.

Fluttershy was about to speak before Pinkie interrupted her. "Are you kidding? Fluttershy is the world champ at the quiet game! No one and nopony could ever beat her in a million, zillion years!"

Everypony giggled for a moment before quieting down. "So, the Steel Mill?" Rainbow asked.

Twilight took a deep breath before she nodded. "Yes. The Steel Mill."

Rainbow reached into her bag and pulled out the radio as they walked down the street. "I'm going to see if we can get into contact with Batman. I'm letting him know we're on our way."

Twilight was about to interject but Rainbow had already pressed the button. "Batman? Can you hear me?"

_"What do you need?"_ He asked.

Rainbow smiled. "We're on our way to the Steel Mill to help you out. After we get the cure from Joker, we're going after Strange, right?"

"That's the plan. I don't want you to come to the Steel Mill. Joker's upped the security. I had to go in the back entrance over a river of boiling water. You stay there. You'll be safe."

"Oh no." Pinkie said. "We're going to help you! Whatever it takes, we'll make it and help you!"

They all stopped at a street corner that was near the church and all talked into the radio.

"Batman, we can help you. Just give us a little time to catch up with you." Twilight said.

_"I don't think you'll have enough time..." _Oracle said.

_"Barbara, what's happened?" _Batman asked.

_"I just heard from my dad. He's been summoned to City Hall. Strange is requesting that emergency Protocol 10 is activated."_ Oracle said.

_"Does Gordon know what Protocol 10 is?" _Batman asked.

_"Just that it's the worst-case security measure. Strange told the High Council that he failed to stem the use of illegal weapons within the prison." _Oracle said.

"Weapons he gave them! This was his plan the whole time!" Rainbow said.

_"It certainly looks that way."_ Oracle said. _"He made it sound like the inmates were planning a mass escape and attack on Gotham. I'll keep you posted."_

_"You six stay where you are. The last thing we need is for you all to go." _Batman ordered.

With that, the radio shut off. All six ponies stood there for a moment in silence before Rainbow gave a frustrated growl. "We can't just sit here! He needs help! Even if he doesn't need our help, we'll get done faster all together!"

"Rainbow, calm down." Applejack said.

"But she's right! We can't just sit here all willy, nilly! We need to go help our friend!" Pinkie agreed.

"Pinkie, please. There's no need for any of this!" Rarity said.

"Yes. Even if we Batman did need our help, how could we help him? Batman has all sorts of gadgets and tools that he uses for any situation. What about us?" Twilight asked.

"Duh, your magic of course!" Rainbow said.

Twilight raised an eyebrow. "You mean the magic that's wearing off more and more?"

Rainbow paused before giving another frustrated sigh. She paced in the air for a few moments before stopping. "What about Batman? You think he has anything we can use?"

Applejack shook her head. "Rainbow, no. Don't go askin' Batman for any favors or anythin'."

"Why not? If he isn't using it, why can't we use it?" Rainbow said as she grabbed the radio. "Batman? I have a quick question."

"Rainbow, no!" Twilight said.

"Do you have any gadgets or something we can use?" Rainbow continued, ignoring Twilight.

Everypony facehoofed all at once.

_"Why?" _Batman asked.

"Just, uh, in case we get separated again! We're going to need to rely on more than our skills to get them off our backs. Like you have your gadgets!" Rainbow said.

Twilight used her magic to yank the radio out of Rainbow's hooves. "Ha ha ha what she meant by that is that your gadgets are so cool and she was wondering if we could borrow a few! She did not mean that your skills are so bad that you need gadgets to win! Not at all!" Twilight explained nervously before glaring at Rainbow.

"Th-That's not what I meant!" Rainbow stammered. "I-I just meant that-"

Pinkie grabbed her and held her mouth shut. "Rainbow, shush!" She said.

Rainbow squirmed and tried to get free, but Applejack also came in and held her mouth shut. Twilight held the radio in her hooves for a few moments and waited for a response. Nothing came for a few seconds.

_"Fine." _Batman finally said.

Twilight blinked. "Wait, what?!" She asked in shock.

_"Fine. I'll let you borrow some things from the Batcave. Fluttershy, press the button on the sensor I gave you." _Batman said.

Fluttershy produced the sensor and lightly pressed the small button. It started beeping quietly.

_"I'll let Alfred know. I'm going to send you each a miniaturized Batcomputer. GPS, detective mode, radio, everything I can get on the Cowl. They should be there soon." _Batman said.

Twilight was at a loss for words. She couldn't believe that he had agreed to this. She and everypony else stood there in shock for a few moments around the radio.

"Uh… thank you, Batman." Twilight finally said.

She examined the radio for a moment, but there was no reply. She pressed a few of the buttons on it, but nothing happened. "The battery died." She said.

Rainbow flew into the air and started doing some tricks and loop-de-loops. "Woo hoo! I can't believe it! This is so cool!" She exclaimed. "We're going to get gadgets!"

Pinkie started dancing around too. "Yay! That makes me so happy!"

"They should really come in handy!" Fluttershy said.

"What's a 'GPM' or whatever?" Applejack asked.

"Its like a really detailed map." Pinkie explained. "We'll know how to get anywhere in here with it!"

"Lets hope! Its really easy to get lost in here!" Rarity said.

Twilight turned around. "Now everypony, I know this is cool and all, but we need to stay focused. Once we get this stuff, we're going to use only what we need to stop Strange and get the Elements back. Once we do, we're going to give it all back, okay?"

Everypony was about to respond when they heard a loud whoosh shoot through the air. It was the same sound Rainbow Dash made when she would fly like a missile across the sky in Ponyville. They looked up to see two blue streaks of light zoom across the sky and vanish a second later.

In that same second, a big cylinder with a Bat carved into the side crashed into the ground right next to Fluttershy. She screamed and ran toward her friends. Everypony also jumped back, startled.

Twilight approached the cylinder. As she did, the Bat symbol cut in two and opened either left or right. A device extended out the opening and lowered itself to the ground. There sat six black screens. Each one was about a little bit bigger than the radio. Twilight levitated one out and saw that it had a strap attached to the underside.

"We can put these on our fore hooves and use them like Batman uses his gauntlets!" Twilight said. "Come on. Everypony get one."

They all approached the cylinder. Rainbow was first and threw it on her left hoof as fast as she could. All while trying to hold back her girly giggles. Once they were secured to them comfortably, the screen turned on. There was an image of a young woman with glasses and red hair sitting at a computer desk.

_"Uh, hello? Can you guys hear me?"_ She said.

Twilight nodded. "Yes, we sure can. You're Oracle, right?"

Oracle nodded. _"So, I don't know why Bruce gave the okay to lend you guys his stuff. Its amazing even to me."_

"Us too. He doesn't seem like the kind of person who shares his toys with others." Rainbow said.

_"Oh trust me, he doesn't." _Oracle said. _"Anyway, on the side of each of your communicators, you will find a removable black piece. Open that part up and you will find a small device coated in a putty mixture. That is also a communicator that can fit in any sized ear. Place that in your ear."_

The six ponies found the communicator on the side of the screen and placed it in their ears. It was a little uncomfortable at first, but they could hardly feel it after a few moments.

_"Good. Now either me or Bruce can talk to you without worrying about anyone else listening. That device can also pick up radio waves, or anything else far away that makes noise." _Oracle explained.

"So we'll be able to talk to you or Batman with the touch of a button without worrying about anything?" Pinkie asked.

_"Pretty much." _Oracle said.

"This is so awesome!" Rainbow squealed.

"Thank you so much, Oracle!" Rarity thanked.

"We'll be sure to give 'em back when this mess is behind us!" Applejack said.

_"That may be sooner than you think." _Oracle said. _"Bruce, can you hear me?"_

_"What's going on?" _Batman asked.

_"I've hacked into the Council's CCTV. The Council members are coming back. They don't look happy." _Oracle said. _"They're telling Strange that they're disappointed in him. That they never believed that Protocol 10 would need to be activated."_

_"But they gave him permission, didn't they?" _Batman said.

They all waited a few moments before a new voice came through their transmissions. It was Hugo Strange.

"Good evening. Protocol 10 will commence in 30 minutes. You all have specific orders for this situation, follow them."

_"Do you still need an answer?" _Oracle asked. _"Bruce, I don't like this. Be careful."_

The communications went down. They all stood there in silence for a few moments longer.

"What do we do, Twilight?" Rarity asked.

Twilight looked up at her, then to all her friends. All five pairs of big eyes were on her.

"Batman said we should stay here." Rarity said. "But, I feel like something worse is going to happen. Protocol 10 doesn't sound like a spa treatment. I should know. I think we should go help him."

Twilight turned her attention to Applejack. "Ah say we help him too. He may think he doesn't need us, but he does need us as much as we need him. Ah vote we help."

Twilight looked at Pinkie. "I wanna help him too! That meanie Joker stole the entire cure for himself! We need to get it away from him before he drinks it all! Batman needs some too!"

Twilight looked to Rainbow. "You already know I want to help him! We're just waiting for your word."

"Yes, Twilight. You have the final say in this." Fluttershy said.

Twilight thought long and hard. She knew what had to be done, but she didn't know how to accomplish it. She didn't have a plan or anything. The only thing she was sure of was that she had her friends with her and they would fight alongside her no matter what.

_"Protocol 10 will commence in 25 minutes." _Strange said.

Again, Twilight looked up to her friends. They all looked at her and waited for her word. They were all ready to go.

"It could be really dangerous." Twilight said. Everypony nodded. "We might not make it." Everypony looked at each other and nodded again. Twilight closed her eyes. "If that happens to us, I want us to go down swinging."

Twilight opened her eyes and looked at all her friends again. "I just want to let you all know that you five are the greatest things that ever happened to me. You all gave me a gift that I thought I could do without: Friendship."

They all smiled at her. "Twilight, what makes you think we wont make it?" She asked. "You've been hitting the books too much!"

"You're one to talk, miss Daring Do." Applejack mumbled under her breath.

Rainbow pointed a hoof at her. "Shut up, AJ." She said playfully, causing everypony to laugh. "My point is you gotta use a little imagination! Stop being so down-to-earth with everything. Try to think positive!"

"Yeah! Try thinking, 'we're so gonna kick Strange in the butt when this is all done and we'll walk outta here in one piece!' See? It lifts everyponys spirits when you look at it that way!" Pinkie said.

"Listen to Pinkie. When it comes to making others happy, she knows what she's talking about." Rarity said. "I do agree that you should try to think more positively than logically. Make us believe that everything will be fine and then make it so!"

"You guys are right. You're all right!" Twilight said as she turned around. "Everything is going to be fine! Come on! We've got a friend to help and a home to save!"

Everypony cheered with glee before taking off toward the Steel Mill.


	18. Rescue

Twilight huffed as she neared the bridge leading to the industrial section of Arkham City. Rainbow and Fluttershy had carried Rarity and Applejack between them in the air while Pinkie Pie and Twilight hopped along the rooftops towards the Steel Mill. Batman needed their help and they were not about to abandon him here. He had ordered them to stay put where they were, but he had rescued them from danger too many times tonight. They were not about to just wait for him to come back.

While they were making their way to the Steel Mill, Batman had intercepted a transmission from Joker from inside.

_"Good evening Troops! This is General J here, with quick update on what's going on down here in Arkham City! As you can see, I'm looking much better. In fact, ohhh! I think I'm looking better than ever! Ha! Oh, I can hear you all now: 'How did this happen? Can I get me some of that crazy cure? Oh I want answers, damn it! NOW!' Well here's the thing. Answers don't give you everlasting satisfaction; sometimes you need to brace yourself for disappointment. Think about it. Imagine your favorite TV show. You've been through it all. The ups, the downs, the crazy coincidences, and then: BANG! They tell you what it's all about. Would you be happy? Does it make sense? How come she became a princess? You guys just need to know one simple thing. I'm back. Back for good! Now arm yourselves, boys. We've got a prison break to plan. No hostages, no surrender. I know! It sounds like suicide, but listen. Whatever happens... I'll be right behind you."_

Joker was addressing his army with gleeful gusto. Harley Quinn had stolen the cure made by Mr. Freeze for him and Batman. He had obviously drunk the cure already. He sounded like he was perfectly healthy. They could only hope that Joker found it somewhere within himself to save a bit for Batman. It was literally his only hope.

According to what Rainbow and Pinkie found in the sewer, Strange had been providing Joker with all the necessary weapons and equipment for him and his gang to take over Gotham. This whole thing was part of his plan. They had just discovered what Protocol 10 was as well. It was a last resort. Joker having the weapons that he had provided gave Strange all the permission he needed for its activation. The only problem was is that none of them knew what Protocol 10 exactly entailed. Whatever it was, they knew it couldn't be good.

When they arrived, they all stopped for a moment to examine the bridge and to catch their breaths. Pinkie had climbed up and over the bridge before, but now she had air superiority and magic with her. She wasn't worried about how they would all manage to get across. What really worried her and everypony else was the increase in security at the Steel Mill. Joker had beefed up his fortress with more thugs and snipers. Getting inside wouldn't be easy.

Twilight looked at her hoof-mounted computer. "Oracle? How are we going to know where everything and everyone is? How does Batman do it?"

"_Batman uses a feature in the Cowl called 'Detective Mode'. He's able to see everything and everyone in front of him for a couple hundred yards with infrared and x-ray tech." _Oracle explained. "_However, you guys don't have a cowl, so seeing anything in front of you is going to be a bit trickier."_

"But it's possible?" Rainbow asked.

"_Yes."_ Oracle confirmed. "_Your Batcomputers are equipped with sonar technology. They will emit a high pitched sound into the environment and calculate the size and distance of that object from you based on how long it takes the sound to bounce back."_

"Oh! Just like dolphins use!" Fluttershy exclaimed.

Everypony grinned. "That's awesome!" Rainbow said.

"Very clever indeed!" Rarity added.

"Thanks a lot!" Twilight said, shutting off the computer. "Okay, everypony. Lets get to the top of this bridge and get a game plan going."

With that, Rainbow, Fluttershy, Rarity and Applejack flew up to the top while Twilight teleported herself and Pinkie up to meet them. They brushed themselves off and ducked low behind an old car. They all peeked up to see the opening to the industrial section littered with lights, signs, clowns, and other creepy circus-related objects.

They didn't need their sonar to notice the two snipers on top of either pillar overlooking the street below. Their red laser sights swept the streets in search of any potential targets. Twilight studied their movements to try and detect a pattern while Rainbow switched on her sonar to scan the area. Her excitement had died down. She was all about seriousness and flawlessness now as she studied the readings she got on her screen.

"The snipers are wearing some kind of goggles." Rainbow announced. "I think they're infrared goggles. They'll be able to see us if we fly."

Twilight nodded, but didn't turn to face her. "What else do you see?"

"Hang on." Rainbow said.

Pinkie and Applejack had switched on their sonar and were scanning the area as well. Rarity was looking at a map of Arkham City. She figured that if this device had the same features as Batman's cowl, she would be able to know as much as he did. She was keeping a look out for Nora's location.

Fluttershy was next to her. "Um, Rarity?" She asked. "Did everything go alright with Victor? Did you get the cure?"

Rarity looked at her. With all that had happened with them and the Mad Hatter, she forgot that Fluttershy was the only one who didn't know what had happened with Mr. Freeze.

"Well… Not exactly, Fluttershy." Rarity began.

Fluttershy gasped lightly. "What happened?"

Rarity told her about how Victor had lost control when Batman refused to find Nora for him. She told her about how he froze Twilight, Pinkie, and Rainbow, and that she was forced to fight him with Batman. She explained that Harley Quinn stole the cure while they fought and took it to Joker. If Batman didn't stop Harley and get the cure, he would die and Joker would win.

Applejack was now listening to Rarity as she explained the situation to Fluttershy. "Well, shoot. That Harley Quinn never did sit right with me. What are we gonna do?"

Rarity shrugged. "I'm not sure. Batman said he would look for Nora, but I don't know what's going to happen to him. Things aren't looking very up for us right now."

Pinkie overheard them. "I hate to say it, but I agree. Things aren't really good. Well, in here, they never were, but right now is the worst part of this whole night. I'm really worried, guys."

Rainbow also came over to them. "I know its bad right now, but we need to focus on the big picture right now. If we don't get in there and help Batman stop Joker, millions of people are going to die."

Fluttershy gulped. "I would never be able to live with myself if that happened."

Applejack took a breath. "We gotta stop him."

While they were talking, Twilight took out her book and looked for something she could use. As she searched through the book, the same feeling of uneasiness came upon her. She felt completely alienated from her element more than ever before. The title 'Element of Magic' seemed so strange to her that she almost didn't believe that she was its bearer anymore. It disturbed her greatly. Feeling disconnected to her element was making her also feel disconnected to the rest of the elements; her friends seemed farther away from her now more than ever. She couldn't imagine what Strange was doing.

She shook her head clear and continued to scan the area. The snipers' may have been able to see a single target from really far away, but it looked like their field of vision was much more narrow as a result. They could greatly use this to their advantage.

Twilight also found a disorientation spell. It could be used to temporarily stun someone by making him or her have a blank stare and feel lightheaded. She wondered if it would work on one of the snipers.

She closed the book and turned back to her friends. "Okay, girls. I have a plan." Everypony approached Twilight to hear what she had to say. "I'm going to use a new spell on one of the snipers to disorient them. Rainbow will sneak up behind him and incapacitate him while he's woozy. Then, we'll do the same thing with the other sniper."

"But didn't you say that they could see in the dark?" Pinkie asked.

"Yes, but their field of vision is very thin." Twilight explained. "There's no way they'll see her unless she gets right in front of them. They have laser sights so you'll be able to see where they're looking."

Rainbow nodded. "Sounds like a good plan."

"What about after we get in?" Applejack asked. "If Joker's really beefed up security here, what do ya think we're gonna be up against on the other side?"

"I don't know, but I assume there's going to be more foot soldiers with more protection or weapons." Twilight said. "We'll just have to fight them or avoid them if we can."

"There might be more snipers inside keeping an eye on the level below." Rainbow said. "If you guys can manage fighting on the ground, I'll take care of any other sentries I see. Fluttershy will help me."

Fluttershy squeaked in fear. "Me? Why?"

"Because you're the only other pony here that can fly!" Pinkie said.

"Unless Twilight can conjure up another set of wings." Applejack suggested.

Rarity sighed. "That was a marvelous day."

Twilight shook her head. "I can't generate enough magic to do a spell that powerful on all of you."

Rainbow landed in the middle. "Hey, stay focused guys. Lets stick to our plan. Once I give the 'all clear', Fluttershy will join me and we'll take out any other snipers we see on the other side while you guys fight your way to the Steel Mill."

Everypony nodded except Fluttershy. "O-Okay…" She stammered

"Sweet! Glad we all agree!" Rainbow said as she banged her hooves together and smiled. "Twilight, pick a target and lemme at 'em!"

Rainbow soared into the sky above and disappeared into the darkness. Twilight focused on the right sniper and charged up her horn. It crackled and glowed for a moment before a bright flash engulfed the sniper. He wobbled and continued to look in one direction on the ground. Then, Rainbow landed silently behind him and pulled his legs out from underneath him, causing him to fall on his face. Rainbow then jumped on his back and stomped his head into the ground.

The impact made a loud noise that reverberated through the air. The other sniper turned his gaze over to his fallen comrade and looked around the area. Rainbow must have saw this because she was now hiding behind the pillar out of the snipers sight. He stayed there for a moment before he started to sweep the area around the drawbridge.

"Everypony hide!" Pinkie exclaimed.

The five ponies scrambled behind the abandoned car and held still just before they saw the laser sight searching the ground right next to them. It continued in the same direction until it disappeared. Twilight poked her head up to see the sniper looking at the ground below and Rainbow landing behind him. She bucked him off the edge and he fell to a platform a few feet below his. He landed hard and held still.

Rainbow flew back to her friends. "Sorry about that." She apologized. "They're taken care of. I saw a big gathering of thugs on a street a few blocks from the entrance. A few had armor, stun batons, and shields. You guys have your work cut out for you."

Twilight nodded. "Thanks Rainbow. You and Fluttershy go take care of any other snipers in the immediate area then meet back with us. We're going to need all the help we can get."

Rainbow saluted in the air before swooping down to pick up Fluttershy. She whimpered and squirmed a little in resistance as she was hoisted into the air and out of sight. Everypony else trotted over to the edge and Twilight teleported them all down to the ground. Pinkie noted that this was where she was taken by Joker and looked around for any other thugs in the immediate vicinity.

They ran to the entrance and walked through. This section of the city looked the worst. Paper, garbage, debris, and much other miscellaneous garbage littered the streets. Abandoned cars were on every street. A few of them were on fire. The buildings were boarded up at the windows and doors to prevent entry. The stench of rust and burning pollutants became stronger as they neared the Steel Mill.

They ran inside and took an immediate right. There was a large body of thugs all standing in a disorganized fashion in the center of the street. A few had giant metal poles, and one of them had a stun baton, but they didn't look too tough. They ran on the sidewalk and tried to stay as far away from them as possible.

One of the thugs saw them. "Hey look! Its those freaky pony things!"

"Ha ha! Lets kill 'em!"

They all ran to cut off the group of ponies. The ponies stopped running and skidded to a stop for a moment before turning tail and running away from the group.

"Hey! Where do you think you're going?!"

"Get back here!"

They were right on their heels. They continued to run as fast as they could back toward the entrance to the industrial section. They ran down the street in front of them and made a right. Another group of thugs was there, standing disorganized.

Everypony screeched to a stop and took off in the opposite direction. They could only go so far before they met the edge of the section of ground. It dropped off into the freezing ocean. They were trapped.

They turned around to face the groups. There were a total of twelve thugs. Two of them had riot shields, one was armored, three had pipes, and one had a shock baton. They slowly closed in on the group of frightened ponies, waving their weapons in front of them.

Nervous as they were, they readied themselves for a fight. Twilight and Rarity's horns glowed as different objects around them began to levitate in a blue aura. Applejack scraped her hoof on the ground and grinded her teeth, ready to charge. Pinkie got ready to pounce on a thug, growling menacingly.

Two of the thugs charged at them as fast as they could. Applejack and Pinkie lunged forward to meet them halfway. The floating pile of miscellaneous garbage and litter behind Rarity began to spin around her and Twilight at breakneck speed, turning it into a barrier. It spun so fast that it caused the wind to whistle slightly around them.

Applejack stopped running and whipped around. A second later, she lifted her legs up and sent the nearest thug flying into a thug behind him. They both flew back a few feet before rolling on the ground in pain. She ran toward the next nearest thug and began to fight him.

Pinkie tackled the second thug to the ground and started attacking him as fast as she could. She whipped around him so fast that it looked like she turned into a pink whirlwind wrapping around his head. He fell to the ground and squirmed around for a moment before Pinkie shot like a bullet to another thug.

Some of the other thugs had charged toward Rarity and Twilight. Twilight used her magic to send a blast of magic at any thugs that came close to them. Any she missed, Rarity got with a stray brick or other piece of garbage.

Pinkie had assaulted and taken down three thugs before one thug smacked her with a metal pipe from behind. Pinkie screamed as she flew backwards and landed on her head. She groaned for a moment before getting back to her hooves, her eyes filling with angry tears.

Applejack jumped and bucked the thug on the back of his head. He dropped the pipe and fell to the ground. Pinkie eyed it and considered using it for a split second. Then she got another idea.

"Applejack, get behind me!" She yelled.

Applejack looked up at her. "Why?!"

"Just do it! I've got a plan!" Pinkie yelled back.

Applejack grunted and kicked a thug one more time before charging toward Pinkie. Once she was behind her, Pinkie grinned as six more thugs charged at them.

"Pinkie, what are you doing?!" Twilight called from behind Rarity's shield.

Pinkie turned to face everypony and winked. Then she reached off to the side and produced her infamous Party Cannon out of nowhere.

"Lock and load!" She screamed as she aimed the cannon at the six thugs. She pressed the button on top and the cannon fired, sending all six thugs flying backwards in a shower of confetti. Pinkie giggled and vaulted over the cannon toward the next thug. Everypony else stood there for a moment with their mouths agape. Rarity's shield had dropped from her amazement, leaving her and Twilight unprotected.

Applejack shook her head and followed after Pinkie. It took a few moments before only one thug remained. Twilight ran toward him and was about to take care of them with her magic when another thug called from the next street over. "Hey! There's some sort of fight going on over here!" They all turned to see five more thugs running at the ponies. One had armor, and another had a shield. They all looked intense and angry.

Applejack scraped her front hoof on the ground and glared at them. "Round two." She growled.

She charged at the group of thugs with Pinkie and Rarity right behind her. Twilight collided the thug she was holding with the ground and turned to face the next group of thugs. Applejack bucked the armored thugs torso, but it seemed to only stun him. She felt the buck backfire on her hind legs and exclaimed in pain. The armored thug kicked her in the abdomen and she fell to the ground a little ways away.

Pinkie was focusing on two of the normal thugs. Using her method of bouncing up and over them just out of reach proved to be pretty effective. The thugs would collide with each other every so often and Pinkie would laugh at them for a moment before starting up again. She did this for a moment or two before she bounced between them and kicked them in their faces. Then she'd start to laugh again.

Rarity focused on the thug with the shield. He charged to bash her, but she dodged him just in time and kicked him in the back. He stammered forward before turning around just in time to meet Rarity as she went in for another blow. He lunged the shield forward, throwing Rarity into the air. She landed on a pile of garbage and he approached her, raising the shield above his head to bring it down on her. Suddenly, a yellow streak flew by and smacked the thug in the face. He spun around in a circle while Fluttershy came back down to kick him in the back of the head. He went down and she landed beside Rarity.

Rainbow Dash came to Applejack's rescue. She flew in as fast as she could into the armored thug's torso and he doubled over. Rainbow smacked his head and he landed on his back. Rainbow then proceeded to assault his head numerous times before giving one final blow, knocking him out.

Twilight had used her magic to pick up the remaining thug and bring him to her while she ran. She kicked his face twice as hard and he went down. She ran to one of the remaining thugs by Pinkie Pie. He was just getting to his feet when she came along and sent him back down to the ground.

They all growled and looked around. No more conscious thugs remained.

Everypony sighed and brushed themselves off. "Everypony okay?" Twilight asked.

Applejack grunted. "Ah think so. That thug kicked me pretty hard."

"Let me take a look at it." Fluttershy offered, flying down to Applejack.

Rarity dusted herself off. "Apart from landing in a pile of yucky garbage, I'm alright."

"Nice timing showing up when you did, Rainbow and Fluttershy!" Pinkie exclaimed, her Party Cannon now gone. "We were in pretty big trouble!"

Rainbow nodded. "No problem! We took care of all the snipers from here to the Steel Mill!"

Twilight smiled at her before turning to Pinkie. "Pinkie Pie, where did you get your Party Cannon?"

Pinkie giggled. "Silly Twilight! You know I never leave home without it!"

Applejack looked up to her. "But where in the world were ya keeping it all this time?"

Pinkie opened her mouth to answer before pausing. She pondered thoughtfully for a moment. "I have no idea!"

Everypony rolled their eyes in exasperation and continued to recover. Fluttershy had inspected Applejack's injury. Nothing was broken, but she did have a bruise. Pinkie was giggling with joy before she stopped and held her side in pain. Twilight, Rarity and Rainbow went to her.

"That meanie clown thug hit me pretty hard with that pole." She winced. "It's really starting to hurt now."

"Will you be able to walk at all?" Rarity asked.

Pinkie nodded. "I just need a little breather. I'll be fine."

Twilight was about to reply when the communicator in her ear beeped. "_Protocol 10 will commence in 10 minutes." _Strange said.

Everypony held their breath. They all looked at each other with worry for a moment in stunned silence.

"We need to go!" Twilight said. "Pinkie, will you be okay?"

Pinkie nodded again, getting to her hooves. "Yeah. Don't worry about me. I'll be right with you."

Twilight felt sorry for her. Given any other circumstance, she would have waited for Pinkie to feel better. However, this situation was extremely dire. There was no way they could wait any longer.

They continued down the street as fast as they could. Rainbow flew in front of the group and led the way. They continued further and further down the darkened streets, turning left and right when they had to. This part of Arkham City was incredibly dangerous and none of them wanted to stop moving for even a second. Inmates in the rest of the prison left them alone for the most part, but here they would attack them on sight, provoked or not.

They continued through the streets. Pinkie was having a little trouble keeping up at first, but she looked like she was feeling better. Rainbow flew high above every so often to get a view of the area and find out where to go next. This place was like a maze of buildings and concrete. If you weren't very familiar with the industrial section, it would be forever before you found your way out.

They passed a group of thugs who spewed profanity at them and gave chase, but they gave up after a while. The ponies never slowed down for even a second until they reached the main gates to the Steel Mill. They all paused for a moment to try and catch their breath.

"Okay, we're here." Rainbow panted. "Pinkie, which way did you use when you were here?"

"The main entrance." Pinkie looked beyond the gate. "That big door over there."

Twilight cautiously looked around at the Steel Mill's entrance. "I don't see any guards."

"You think its safe?" Rainbow asked.

"I don't know." Twilight replied.

"Ah don't. This is way too easy." Applejack said.

"Batman's here already. Maybe he took care of them already?" Rarity said.

"Maybe. Still, we better check it from afar to be safe." Twilight said.

She brought up her Batcomputer and turned on the sonar. Then she paused for a moment and looked around.

"Everything alright, sugarcube?" Applejack asked.

Twilight didn't answer right away. "Its too quiet."

Something was wrong. It was deathly quiet in the city. She looked up to the sky. "Where are all the TYGER helicopters?"

Everypony else looked around also. The same uneasy feeling came over each of them. The only thing in the sky other than the large cloud of smog directly above them was Wonder Tower to their right. The smog gave it an eerie green-orange glow that sent shivers down their spines. The helicopter blades they had all gotten used to had vanished. The absolute silence made them feel completely alone. Ironically, there was a poster of Hugo Strange on a billboard to their right with words that read 'You Are Being Watched.'

"I don't like this." Rainbow said nervously. "I don't like this at all."

"M-M-Me neither." Fluttershy stammered.

Twilight looked around for a moment longer before shaking off the feeling as best she could. She turned her attention to the lock on the gate and tried to pick it open with her magic. Rainbow Dash hovered behind her, looking very impatient.

"Come on, Twilight. Just blast it open! I hate all this eerie quietness." Rainbow said.

"Hang on. I've almost got it." Twilight replied.

Just then, they all heard the familiar whirring of propellers. They all backed up and saw a single TYGER helicopter rise from behind the Steel Mill. It flew up and over while it shone a spotlight on one of the windows. It hovered there for a few moments.

"_This is TYGER 5-4. We have conformation that the target is in the Steel Mill. I repeat: Batman is in the Steel Mill." _The communicator beeped.

"Target?" Rarity asked.

"_Good. Make it our first target. Protocol 10 will wipe both The Batman and The Joker from this Earth." _Strange replied.

The helicopter flew backwards little, its spotlight turning red as it continued to shine on the building's face. "_Target is set."_

"_Then let Protocol 10 commence!" _Strange announced.

Everyponys eyes widened as they slowly realized what was about to happen.

"_Understood. Commencing in 3…2…1."_

In that moment, Arkham City became a war zone. A lone missile shot from the top of Wonder Tower and headed straight for the Steel Mill. Everypony watched in horror as the missile rapidly approached the face of the building and impacted. The resulting explosion was deafening. Everypony dove to the ground and covered their ears to block out the sound.

After waiting a moment, they got to their hooves to inspect the damage done. There was a massive hole in the side of the building covered with fire and debris. The helicopter was still hovering there and was now looking inside the hole.

"All units, we have visual conformation. The Steel Mill is hit; Batman is down. I repeat: Batman is down."

"NO!" Everypony screamed.

Twilight took up Rainbow's suggestion and blasted the lock on the gate. They swung open. They ran inside as fast as they could toward the main entrance.

"_Good." _Strange said. "_Wait until Protocol 10 has completed, then send a squad out to retrieve The Batman's body."_

"_Understood, sir."_

They all felt panic as they approached the doors. There was no visible way of opening them from the outside. Twilight tried everything she could think of, but she couldn't do anything.

"How do we open it?!" Rainbow shouted.

"I don't know! Nothing is working!" Twilight replied.

"He can't be dead! He can't be dead! He can't be dead!" Pinkie repeated.

"Please hurry, Twilight!" Rarity begged.

"Um, g-girls?" Fluttershy stammered.

They all turned to see what Fluttershy was looking at. From behind the security wall, dozens of TYGER helicopters ascended, all of them armed with machine guns and missiles. They all dispersed into separate parts of the city. The helicopter that had locked the missile onto the Steel Mill whipped around and shone its light on all six of them.

"Tw-Twi? Now would be a good time to use that brain o' yours and think of a plan." Applejack stammered as she backed up.

The helicopter began to approach them, its machine gun turret spinning wildly.

"Sometime today, Twilight!" Rainbow said.

Twilight couldn't think. The terror was overwhelming. They all began to back up away from the main entrance slowly as the helicopter swiftly approached the group of frightened ponies.

"Sir, I've got a visual on the six pony creatures you marked as 'Special'. How should I proceed?"

They continued to back up in fear as the helicopter drew nearer.

"_They have done all I required of them. The Elements are now completely under my control." _Hugo Strange chuckled from the other end.

"_Kill them."_


	19. Protocol

"RUN!"

Everypony turned tail and ran toward the gate as fast as they could. The bullets from the helicopter's machine gun sprayed the ground where they had just been standing full of lead. They screamed out of the gate and took off down the street. The helicopter followed them, making the ground behind their hooves look like pepper.

Rainbow flew in front of the group, looking ahead for anything they could use for a hiding spot. Her pupils were like pinpricks as she looked left and right. They had to break the helicopters line of sight with them.

Glancing left, she saw a narrow alleyway. "In here!" She screamed as she darted inside.

The remaining five ponies followed her into the alleyway. It was narrow and it led to a dead end, but the helicopter couldn't reach them in here. It flew above the buildings and shone its spotlight at the entrance of the alleyway. The helicopter hovered in the air for a moment before flying away.

"_We have lost visual with the ponies. I repeat; we have lost visual." _

All six ponies shook violently in the darkened alleyway. Their breaths were heavy and they chattered their teeth, but they remained as still as they could. From where they were, they could hear machine gun fire, distant explosions, and screaming.

"Wh-Wh-What is that?" Twilight asked.

"I d-don't know." Rarity replied.

Fluttershy broke down and started weeping where she was. She sobbed and cried into her hooves in absolute fear. Pinkie walked over to her and wrapped her in a hug. Fluttershy quickly returned the embrace, crying harder.

Applejack gulped. "I-I-Is it c-clear?" She asked.

Pinkie looked to her. "I d-dunno." She replied. "Rainbow, go check."

Rainbow shot her a look of pure terror. "What?! Me?!"

Pinkie nodded. Rainbow looked back at the street and back to her over and over again before she gulped. She placed a hoof in front of her and slowly made her way to the opening of the alley. She peered outside and looked up and down the street.

"Well?" Twilight asked.

Rainbow looked back to her. "Its clear. I think."

Twilight nodded and turned back to everypony else. "Come on. We need to get in the Steel Mill."

Fluttershy looked up to her, her cheeks stained with tears. "T-Twilight, we c-cant." She squeaked. "We'd d-die if we left."

"Batman will die too, Fluttershy." Rainbow said as she walked back. "He's saved our lives so many times tonight and now he needs our help. You heard that helicopter. Batman is down. We need to make sure he's still okay."

"B-B-B-But… I… I…" Fluttershy croaked out before sobbing again.

"Fluttershy, it's going to be okay." Pinkie said. "All your friends are here and we wont let anything happen to you."

Fluttershy paused for a long moment before she sniffed and reluctantly nodded. Pinkie looked up to Twilight and gave her a small smile. Twilight gave the same look to Rainbow.

Rarity smiled. "Now come on, girls. Who knows when that helicopter is going to return? We need to get moving."

Applejack nodded. "Ah think we're gonna need a plan in case one of them helicopters finds us. Ah say we split up into three groups."

"Yeah. That way if they find us, they'll only have to go after two of us." Rainbow agreed.

"We'll keep this plan until we find out how to stop Protocol 10." Twilight said. "Lets get out there."

Everypony took a few moments to regain their composure before slowly exiting the alleyway. They took a few looks around the air as they made their way back to the Steel Mill. The next block over, they saw a helicopter shooting missiles into a building. The building side burst in a huge ball of fire before the helicopter flew away.

"_Confirmed hit. Multiple inmate casualties."_

Everypony gulped as they continued to the street corner. The Steel Mill was right across the street. They would have to book it if they didn't want to be seen. Rarity peered around the corner to see the next street over. Inmates were fleeing and running around crazily as a few helicopters mowed them down from above. Three or four inmates fell dead before she had to look away.

Twilight took a few deep breaths. "Okay. On the count of three, we run as fast as we can over to the Steel Mill, okay?"

"Twilight, the doors wouldn't open! How are we going to get inside?" Pinkie asked.

"The hole where the missile hit!" Rarity said, eyeing the hole in the side of the building.

"Batman must be right inside there!" Rainbow said.

"Okay. Once we get inside the gate, we'll duck into one of the old ice cream trucks they have and wait for a minute." Twilight said.

Everypony nodded and Twilight turned around. "So just to clarify, is it 'One, two, three, go', or is it 'one, two, go on three'?" Pinkie asked.

Twilight turned to face her. "Uh… go on three."

Pinkie smiled. "Okie Dokie Lokie! Just thought I'd spare us the confusing back and forth banter! It's a classic element of comedic dialogue, insanely funny, but we're in a hurry right now, so I thought it best to just get moving!"

"Right… well, thanks then." Twilight said, turning back to face the Steel Mill. "One… two… three!"

All six ponies took off in a mad dash toward the open gate. Twilight shot a glance to her right to see if any helicopters had spotted them. They all looked busy dealing with the inmates to notice them. Twilight breathed a sigh of relief and looked forward again. She wasn't glad that the helicopters were killing all those inmates, but at least they weren't going after them.

They ran inside and dove behind one of the ice cream trucks parked inside the perimeter. They all waited in silence for a moment. None of the helicopters stopped their assault on the inmates of Arkham City.

"_Counting twenty, no. Forty more casualties."_

Twilight peered around the front of the ice cream truck and up to the flaming hole in the side of the building. On the ground floor, she saw a staircase that led up to a section right beside the hole. It was somewhat hidden and in the shadows. Perfect.

Twilight pointed to their destination. Rainbow took one last look around at the sky behind them and gave the 'all clear.' All six ponies swiftly but stealthily moved toward the staircase. They climbed up the steps and made a right at the top. After climbing another set of stairs, they turned left and walked in front of the flaming hole.

Twilight squinted and peered inside. "There's too much smoke. I can't see him from here." She said. "Fluttershy and Pinkie Pie, you stay out here and keep watch for any helicopters that come our way. Rainbow, Rarity and Applejack come with me. Lets find Batman."

In front of the hole in the wall stretched a balcony that went straight out a ways. Either side looked down to the ground floor over everything and everyone could be seen. Pinkie stood beside Fluttershy as they slowly walked out a ways to look out at the city.

Rainbow, Applejack, Rarity and Twilight ran inside the burning building to try and find Batman. Smoke and dust was everywhere. They coughed for a moment before they grew somewhat accustomed to it. They looked around at the room they were in. Debris was everywhere. It looked like this place had just experienced an earthquake. A few Christmas lights flickered on the wall in front of them. They also saw a few doors, now blocked with enough debris to prevent entry.

They continued to look around for a moment before Applejack stubbed her hoof on a piece of concrete. She looked down. Underneath the pile of stone and destroyed wall was Batman. He strained to open his eyes at her.

"Here he is! Ah found him!" She cried.

Twilight, Rarity and Rainbow went to her side immediately. They looked down at Batman. Twilight and Rarity used their magic to lift the stones off while Rainbow and Applejack lifted with their hooves. Batman was awake enough now that he also helped lift the stones off. They all flipped the large pieces of stone off him and he slowly stood up.

"Figured you could use our help, darling." Rarity said with a smirk.

"You're right. I think I chipped a nail back there." Batman replied with the slightest hint of sarcasm.

Everypony chuckled. "You just stick with the 'tough guy' act. Let US handle the jokes." Rainbow said.

Batman gave a small smirk and started walking toward the exit. Everypony walked beside him. "What happened in here?" Rainbow asked.

"I confronted Joker. He's taken both the cure and Talia." Batman said.

"Talia?" Twilight asked.

Batman nodded. "She offered eternal life to Joker in order to spare me. She wants me to follow her. She still has the tracker I used on that Ninja."

Twilight nodded. "Okay, but we need to stop Protocol 10 first. Now that we know what it is, we need to hurry if we want to stop it."

Batman ignored her and continued toward the hole. He walked out of the smoke and dust and into the clear night. Applejack, Rarity, Rainbow and Twilight were right beside him. Batman went to the computer on his gauntlet and pressed a few buttons. Rainbow and Applejack stayed with him while Twilight and Rarity walked out to Pinkie and Fluttershy. They were holding each other and looking out to the city. Pinkie's mane was completely flat.

"Pinkie? Fluttershy?" Twilight said.

"Are you girls alright?" Rarity added.

Neither ponies answered. Twilight and Rarity walked over to them. They walked around to see their faces. Fresh tears were pouring from their eyes. They watched in horror as the assortment of helicopters slaughtered everyone in Arkham City.

"Girls?" Twilight asked.

"We saw them…" Fluttershy began. "We saw them die. All of them; the inmates, the clowns, everyone, we saw each of them killed."

"Fluttershy…" Rarity said.

Fluttershy sniffed. "No one, no matter how bad they are or what they did, no one deserves this. This is the most unimaginable act of evil I've ever seen."

"We need to stop Hugo Strange." Pinkie added. "This kind of slaughter should never even exist."

"We will. Batman is okay now. He'll stop Strange and we'll get the Elements back. We'll fix everything." Twilight assured them.

Pinkie nodded and nudged Fluttershy. "Come on, Fluttershy. Lets stop this once and for all."

Eventually, the four ponies walked back to Batman, Rainbow and Applejack. Batman was just finishing getting himself back in order. Twilight, Rarity, Fluttershy, and Pinkie joined Rainbow and Applejack in front of Batman. He put his fingers to the side of his ear and began speaking.

"Oracle, Strange is launching missile strikes on Arkham City from Wonder Tower. You shut this place down. Joker's taken Talia. I'm going after them." He ordered.

Everypony looked at him. "What?" Twilight asked.

"_You cant. Hundreds will be killed. I need your help to stop the attack." _Oracle replied.

"He'll kill Talia!" Batman said.

"Batman, you can't turn a blind eye to this." Twilight said, motioning toward the city. "Its not right. You need to stop this now."

"_You need to think this through." _Alfred said. "_Batman can't let all these people die."_

Batman ignored them and pressed a button on his gauntlet. It made a negative beep after a second.

"My tracker's not activating. Re-route all Wayne-Tech satellites to boost the signal." He ordered.

"Don't do it." Twilight ordered on her comm. "He can't just ignore this."

Batman gave her the meanest glare he could. Twilight gulped, but didn't back down. If looks could kill…

"_I can't do that. I realize it is difficult, sir. But you need if one life is worth sacrificing to save a thousand." _Alfred replied.

"Don't do this, Alfred." Batman pled.

"_Batman must save Gotham." _Alfred said.

Batman looked back up to Twilight. "Deep down, you know he's right, Bruce."

Batman paused for a moment. He tried his best to show no weakness, but he couldn't stop his lip from shaking just slightly. Twilight looked at him apologetically. Everypony else also looked at him with the same sincerity and understanding, but none of them backed down either.

Batman closed his eyes. "Oracle, DO NOT lose Talia's signal."

Everypony exhaled and smiled warmly. Twilight let a single tear fall. "Thank you." She whispered.

Batman lowered his hand and produced his cryptographic sequencer. "Okay, the tower's locked down. No way in without the codes."

"What do you need us to do, Batman? We're all yours." Rainbow said.

"One of the choppers will be carrying the Master Control Program. We just need to find that chopper." Batman said. "I'm uploading all the data to each of your computers to find the program. All you'll need to do is scan a chopper to see if it's the command chopper. That chopper will have the program."

"Those choppers are pretty far away. How're we gonna get to 'em?" Applejack asked.

"Fluttershy and I can fly up to them." Rainbow said.

Batman nodded. "I'll go with you two to find the chopper. The rest of you get back to the main entrance to Arkham City. Get there as fast as you can. Hide from the choppers if you need to, but stay on the move as much as you can. When you get there, hide. We'll meet you there when we have the program."

Everypony nodded uneasily. This was the first time they had all been back together since they were put in Arkham City. They didn't like the idea of being forced to split up from one another again. They all looked at each other.

"Don't worry, guys." Rainbow said. "We'll be fine and so will you. Me and Fluttershy will meet you guys at the entrance, okay?"

The four remaining ponies nodded again. "You two stay safe, alright?" Rarity said.

"Yeah, listen to her." Applejack said. "Ah wanna see ya'll again."

"They will be safe! Fluttershy is the best at being safe, right?" Pinkie asked with a giggle. "You show Rainbow a thing or two about being safe! A daredevil like her needs a few more lessons like that!"

Fluttershy tried to chuckle. "Oh, I w-will." She replied.

"Don't worry. Everything's going to be fine." Twilight said with a smile.

The six ponies embraced one last time before Rainbow and Fluttershy flew up into the sky. Batman grappled up to the roof of the Steel Mill and waited for the two pegasi. Once they were beside him, he spread his cape and glided over the streets toward a group of helicopters in the sky.

"Yeah." Twilight whispered as another tear rolled down her cheek. "Everything's going to be just fine."

"_Hit successful. Inmate targets neutralized."_

Batman, Rainbow and Fluttershy flew through the air directly underneath a helicopter. Batman twisted in the air and shot his grapple at the helicopter. He zipped up to it and hung from the rails on its underside.

Rainbow and Fluttershy flew up to the helicopter as well. "What do we do now?" Rainbow asked loudly.

Batman produced his cryptographic sequencer again and held it right next to the helicopter. Rainbow and Fluttershy looked at their computers. The helicopter was quickly scanned. The words 'Master Control Program Not Present' appeared above the helicopter's picture on the computer. Batman put the sequencer away and dangled for a moment longer.

"That's all we need to do?" Rainbow yelled. "Just scan it?"

Batman nodded and let go of the helicopter. He flipped around once and spread his cape again. He glided away from the helicopter and turned toward another one. Rainbow nodded and took off in a different direction. Fluttershy yelped and flew right behind her.

They flew towards a helicopter on their left. It was shooting its machine gun at a group of inmates running for cover on the ground. Fluttershy tried not to look as the inmates' bodies were ripped apart by the bullets and they fell to the ground in puddles of their own blood.

Rainbow reached the helicopter first. She grabbed the rails underneath and hung upside down. She held her computer next to the helicopter as close as she could as it scanned it for the Master Control Program. After a few seconds, the helicopter was scanned and the program was not found. Rainbow dropped off the helicopter and continued on her way.

"_Missile locked. Structure is hit."_

Fluttershy didn't think she could hang from the bottom of the helicopter while she scanned it. She was afraid that her grip would weaken and the shock would prevent her from opening her wings again to save herself. She looked around at the structures around her. In the distance, she saw an old chimney that stood higher than most of the helicopters' altitudes. One or two helicopters were right next to the chimney.

Thinking quickly, she flew to the chimney as fast as she could. She flew up and landed on top of it. She could see everything from up here. Each helicopter was bombarding a different section of Arkham City. It made her sick to her stomach to think of how many inmates were being killed right now.

She shook her head and brought up her computer. She pointed it at the nearest helicopter a few yards away. It took a bit longer than usual, but the computer scanned it. Like the others, no program was aboard. She turned around and faced the helicopter right behind her. It hadn't seen her yet, but it was rising up to her level quickly.

She quickly scanned it, breathing heavily as the helicopter continued to rise. Once her computer beeped negative, she jumped off the opposite side of the chimney and flew away as fast as she could. She looked back to see the helicopter fly up and over the chimney she was just on. She breathed a sigh of relief and continued toward Rainbow Dash.

She found her flying alongside Batman toward the GCPD. Rainbow called to her. "Did you find it?"

"No I haven't yet." Fluttershy replied.

"Its okay, we'll keep trying." Rainbow said.

The trio continued through the air with Batman leading the way. He had to grapple up to a rooftop and jump off again every so often to stay in the air, but they made their way toward the GCPD, stopping at every helicopter on the way.

As they neared the edge of the water, a helicopter on their left shined its light on them. All three of them turned to face it as it quickly flew toward them.

"_Batman spotted."_

Fluttershy's eyes widened in horror as the helicopter began to spray the air around them with bullets.

"Break off!" Batman ordered.

Rainbow flew over to Fluttershy, grabbed her, and dove backwards. Batman dive-bombed toward the water and pulled up just before hitting the surface. Rainbow and Fluttershy glanced at the helicopter. It was going after Batman and not them.

"I don't think so." Rainbow growled.

She threw Fluttershy up in the air and flew toward the helicopter, being careful to avoid the machine gun fire. Fluttershy caught herself and flew after Rainbow. Rainbow neared the helicopter and aimed at the machine gun. She flew to impact it as hard as she could from the side. She bucked it a few times before the machine gun bent out of whack and stopped firing.

"_I have a weapons malfunction. The cannon isn't responding."_

Rainbow bucked the gun one more time and broke off one of its hinges. It hung limply and sparked. Rainbow was tempted to fly up to the cockpit and make a face at the pilot, but Fluttershy held her back.

They flew behind the helicopter toward the drawbridge. There was another helicopter flying low in front of them. Rainbow flew behind it and toward its underside. Fluttershy looked around and saw another helicopter shooting missiles at a set of buildings to her right. Batman was hanging on its underside and scanning it. After a second, he dropped and glided toward a building to his right. He grappled to the rooftop.

"Come on, Fluttershy! We need to get going!" Rainbow said from behind Fluttershy, startling her.

They both flew over to Batman. He ran toward the edge on the opposite side of the building and took flight. Rainbow flew ahead to a helicopter that was flying behind the GCPD. Fluttershy looked left and saw another helicopter flying above where the freeway had previously been. She gulped and took off toward it.

She didn't dare grab on to the railings so she scanned the helicopter from a little ways away. Like before, the system scanned the helicopter for the program. This time, her computer made a positive beep and the words 'Master Control Program Located' came on her screen.

"Oh!" She exclaimed. "I found it!"

"_We have multiple inmate casualties."_

Twilight, Pinkie Pie, Rarity, and Applejack took off down the street in front of the Steel Mill as fast as they could run. Twilight led the way, blasting away any obstacle in her path. They retraced their steps and ran as fast as they could toward the bridge. They had passed the bodies of several dead inmates scattered along the street. They did their best not to look at them as they ran.

Rarity tripped and stumbled over an inmate's body, covering the front of her leg in what she desperately hoped was water. She caught herself and continued with the rest of the ponies.

"_Ponies have been spotted. Commencing attack."_

Pinkie turned and looked up to see a helicopter right above them. It fired two missiles toward them. She yelled in fear at Twilight. Twilight whipped her head around to see the two missiles hurdling toward them. Thinking quickly, she created a magical shield around them and the missiles impacted. Twilight dropped the shield and they all made a hard right down the next street.

"_We have lost visual."_

They scrambled into an alleyway and waited a few moments for the helicopter to continue on. After they saw no sign of it anymore, they ran out of the alleyway and made a hard right. They practically flew down the street as they made their way closer to the bridge.

Rounding a corner, they saw two clown inmates running toward them. Everypony groaned as they got ready for a fight. However, the inmates continued running right past them down the street. If there was anything good about this, its that they would be left alone by all the inmates, at least while Protocol 10 was still going on.

They continued down the street until they got to the familiar entryway. The adrenaline was preventing them from feeling tired, but it did next to nothing to stop them from feeling sore. Nevertheless, they pressed onwards toward the drawbridge.

Twilight's horn glowed. "Get behind me!" She ordered.

Applejack, Rarity and Pinkie all complied and Twilight teleported them to the other side in an instant. They shook themselves off and continued running, but skidded to an immediate stop when they saw the edge. The ice-cold water was directly below them and the freeway was gone. They were trapped.

"Over there! That rooftop!" Pinkie exclaimed, pointing to her right. "Twilight, can you get us up there?"

"Yeah! Get ready!" Twilight replied.

Her horn glowed and flashed. The four ponies were now on the rooftop right next to where they just were in front of the drawbridge. They took a moment to regain themselves and started running along the rooftops toward the other section of Arkham City.

They all ran as fast as they could, vaulting over obstacles, jumping off and up to rooftops, and keeping an eye out for any helicopters. They ran as far as they could until they couldn't go any further. The only way to continue was to jump down to the section of freeway that still stood and onto the next part of rooftops on the other side.

They jumped down to the freeway. The rooftop they needed to go on was low enough that it could be jumped to easily. Applejack got there first. She took a running start and leapt off the edge toward the roof. She barely made it. Her back hooves were hanging off behind her, but she pulled herself up and turned around. Twilight didn't need to take a running start, but she did anyway. Once she reached the edge, she teleported herself up to Applejack.

Rarity was right behind her. She ran as fast as she could and let instinct take over. As soon as she got to the edge, she jumped as high as she could, but it wasn't enough. She barely missed the edge. Applejack and Twilight couldn't catch her in time and she started falling toward the water screaming loudly.

Pinkie moved like lightning. She ran to the edge, jumped behind Rarity, and pushed her up to the rooftop. Rarity caught Applejack and Twilights hooves and they pulled her up. Meanwhile, Pinkie curled into a ball as she careened into the glass window on the side of the building. Glass shards flew out and hit the ground and water below.

Pinkie landed with a thud inside the building. She felt a stinging pain on her cheek and flank. She got to her hooves and examined herself. A piece of broken glass had made a nice slice through her lower flank just under her cutie mark. She dabbed at the cut under her eye with her hoof. Blood began to trickle down her face.

Ignoring herself, she ran back to the window. "Keep going! I'll meet you guys later!"

Twilight called back. "Are you okay?!"

"I'm fine! Just go!" Pinkie replied.

She turned tail and ran into the next room of the abandoned apartment. She opened the front door and took off up the stairs. At the very top of the staircase, she was met with a door that read 'Roof: Authorized Personnel Only.' Pinkie turned the handle. Locked.

She growled as she though about how to open it. She examined the doorknob. It looked old and rusty. Maybe it was weak enough to the point where she could break it. She backed herself up and bucked the door as hard as she could. It barely made a dent. She bucked the door again and again, but it didn't budge.

"Urgh! Come on, Pinkie! You used to work on a rock farm! You can get a door open!" She yelled to herself. She sat there for a moment before looking up in desperation. "So, do you think you can help me? Please?"

Hmm, I don't know Pinkie.

"Come on! I really need help here! I can do lots of stuff, but I can't buck as well as other ponies! You know that!"

True, but you know I'm not supposed to help in these situations.

"Well… Well…" She stammered, looking for a response. "Well you're not supposed to make Fluttershy cry! You wrote the story so she was crying her eyes out a few pages ago!"

Well, I was trying to make a part to make people have feels!

Pinkie folded her arms. "Still not a good reason to make Fluttershy cry. Bad form on your part, Mr. Author."

Okay fine. I'll help. Just don't tell her or anyone else, please? That would make me look really bad.

Pinkie nodded. "Okay deal!"

There's a spare key in the old fire extinguisher case behind you.

Pinkie turned around and saw the red case. She opened it up and lifted the fire extinguisher. There sat the spare key.

"Yes!" Pinkie said, taking the key. She inserted it into the keyhole and unlocked the door. It swung out away from her and she ran out onto the roof.

She turned right and saw the remaining ponies all running away from her along the rooftops. Pinkie took off running after them. She called out to them and they stopped running to turn around. Once Pinkie caught up with them, they all continued running along the rooftops.

Eventually, they came to the edge of the rooftop that overlooked the freeway ramp below. They all jumped down to it off the roof. Twilight used her magic to slow each ponies' descent right before they landed on the ground.

They turned and ran down the ramp toward the gate separating them from the rest of the city. Twilight blasted it open and they all ran through. They did a mad dash to the small haven underneath the rest of the freeway and skidded to a stop to catch their breaths.

"Okay…" Applejack huffed. "Lets… take… a break…"

"Yeah… lets…" Twilight replied.

"Pinkie… thank you… so much for… saving me back there…" Rarity thanked.

"Aww, its no biggie!" Pinkie said. "I just wanted to make sure you were going to be okay!"

"What happened to… your face, sugarcube?" Applejack asked.

"Well, when I crashed through the window, the glass cut me up pretty bad." Pinkie replied, showing off her scratch on her flank.

"Oh gosh!" Twilight exclaimed. "Are you okay?"

"Oh yeah! Don't worry I'm fine! Luckily, the glass didn't scratch my cutie mark! The balloons would've popped and then I would've been really sad!" Pinkie said happily.

Everypony wanted to object, but they held their tongues. Knowing how Pinkie Pie was, that exact thing probably would've happened to her.

Once they all caught their breaths, they quickly turned tail and took off past the church. They started running as fast as they could toward the main entrance to Arkham City. Hopefully, with Rainbow, Fluttershy and Batman there to meet them.

Batman grappled up to the helicopter that Fluttershy was flying behind and grabbed onto the rail. He scanned the helicopter again to make sure that the program was there. When he confirmed it, he struck the underside of the helicopter with his fist, causing a panel to come loose.

"Fluttershy!" Rainbow called. "You found it?"

"Yes! Batman is just getting it now!" Fluttershy replied.

Batman placed the cryptographic sequencer near the helicopter beneath the open panel. He quickly downloaded the Master Control Program and put the sequencer away.

"I've got the code. I'm heading to Wonder Tower." He said.

"_Good. You're doing the right thing. The code should let you enter the guard room, via the main gate." _Oracle replied.

"Don't lose Talia's signal. When I'm finished with the tower, I'm going after her. She doesn't know Joker. He's out of her depth. I need to save her." Batman replied.

Just before he let go, Fluttershy's computer beeped twice. Her and Rainbow brought their screens up to see what it said.

"Missile Launch Detected?" Rarity read her screen aloud.

Suddenly, they heard a noise that was louder than Pinkie's constant screaming "Twitchy tail! Twitchy tail!" They looked up to see a single missile fly from the top of Wonder Tower and head right toward them. Everyponys eyes went wide with fear.

"Duck and cover!" Twilight screamed.

They ran toward a giant yellow dumpster to their left. They dove inside and shut the lid. From inside, they heard the roar of the missile as it approached. After a few seconds, the roar changed into a deafening boom while the ground shook violently beneath them. They all screamed loudly for a moment before the shaking ceased. They opened the lid just a crack to inspect the damage done.

Right across the street, the missile had hit the courtroom. The entire front of the building was now covered in fire and pieces of concrete were falling to the ground below. They honestly didn't know if Strange had aimed the missile at them or at the building. They decided to wait for a few moments.

"Come on! We gotta see if they're okay!" Rainbow exclaimed as she flew ahead.

"Wait for me, Rainbow Dash!" Fluttershy pled.

Batman was gliding right behind them. Rainbow pointed herself over to where the missile had hit and accelerated. Fluttershy tried to keep up with her as best she could. They flew over the church, right next to the top of the steeple. Rainbow narrowly dodged the big green question mark.

Rainbow finally made it in front of the courthouse, inspecting the damage. "Guys?! Are you here?!" She screamed.

"Yeah, we're right here!" Applejack called from behind her.

Rainbow whipped around to see Applejack holding the lid to a dumpster open for Twilight, Rarity, and Pinkie as they all climbed out. Rainbow smiled widely and flew over to them. She wrapped them all in a big hug. Fluttershy joined them a second later and also wrapped her hooves around them in a hug.

"We thought you were hit by the missile!" Fluttershy said.

"Almost! Luckily, my Pinkie-sense was going off like crazy!" Pinkie said.

"Well, we're not out of this yet, ya'll. Come on! We still need to get to the main entrance!" Applejack said.

"Right! Lets go!" Twilight said.

They broke off from their group hug and ran down the street toward the main entrance of the prison.

From their hiding spot across the way, they saw the entrance to Arkham City. This very place is the first piece of outside they saw in this world. Hopefully, it would be the last time they ever saw it. Once Strange was dealt with, they were going to get the Elements of Harmony back and find a way back to Equestria. If what he said and what Princess Celestia's letter said was true, then Strange now controlled the elements, and Equestria was on its last breaths. They needed to hurry.

Batman went on ahead to the balcony above to unlock the guard doors. He quickly dealt with the two snipers positioned there before ducking down to crack the code for the door. After a moment or so, everyponys computers beeped and Batman stood up.

"_Its unlocked, come on." _He said over the comm.

The ponies ran across the open yard in front of the main doors toward Batman. Fluttershy and Rainbow had flown up while carrying Rarity and Pinkie Pie with them. Twilight used her magic to teleport herself and Applejack up to the balcony. Once they were all there, they ran into the door and turned right.

They ran down the hallway, passing many various pieces of electrical equipment. They made it to the end of the hallway where Batman used his electric shock to open the security door. It slid open and they all ran inside.

The next area had a balcony that overlooked a large pool of water directly below. Another balcony was underneath them. Batman vaulted over the rail and glided down to it. The ponies followed after him. He approached the security door and brought up his electric shock to open it. Once it slid open, he walked through it. All six ponies walked in a group right behind Batman.

"This is it." Twilight said. "The final stretch."

"You sure you're okay with what we're about to do?" Batman asked them. "I can do this on my own."

"We know you can. Doesn't mean you have to though." Rainbow said.

"Don't you worry none, Batman." Applejack said. "We're with ya all the way."

"Whatever you need from us, we'll provide it as best we can." Rarity added.

Batman gave them all one last look before turning around. "Okay, lets go."

He reached forward, turned the handle, and opened the door.


	20. Showdown

The door swung open, and they took a look at the room they just entered. They were standing on a balcony that overlooked the ground below. On the wall in front of them was a large screen that displayed the Arkham City logo on it. Directly underneath the screen were three inmates, dressed in blue, sitting with their hands behind their heads, facing three TYGER guards. Two of the guards had stun batons while the other had a gun.

Batman crouched and slowly approached the railing. Everypony followed close behind him. They all looked around at the room. It seemed familiar to them. Then Twilight realized it. This was the room they had all been in when they were incarcerated. She looked to the lower right of the giant screen and saw the door to the room they first awoke in.

"This is unit 42." The guard with the gun said.

"Please! Don't do it again!" One of the inmates pled.

The guard continued. "We have apprehended the three escaped new inmates. They were heading for the underground tunnel system."

_"Excellent work. Hold them in processing. We will let you know when we are ready to move them down to the execution chamber." _Strange replied on the radio.

"Affirmative, command." The guard said.

They all did a quick survey of the room. Seven of them versus three guards would be no trouble at all. Batman vaulted over the railing and approached the closest guard. Everypony else quietly leapt down after him. Batman tripped the guard from behind and forced him into the ground. The other two guards turned around and wielded their stun batons at him. Batman threw a freeze grenade at the guard on the left and dove toward the one on the right. He threw himself up and over the guard and attacked him from behind. He fell to the ground and Batman quickly incapacitated him.

Meanwhile, the remaining guard quickly froze where he was in a huge block of ice. Batman walked over to him, grabbed his head, and threw him to the ground. Total cakewalk.

"Yee haw! Nice goin'!" Applejack cheered.

Suddenly, the large screen above the three terrified prisoners flicked to an image of Strange. He had a smirk on his face and a knife at the throat of another prisoner, ready to spill his blood and end his life.

_"Stop right there, Batman!" _He ordered. _"We need to talk, and I know you wouldn't be able to live with yourself if your actions caused this poor man to die."_

Batman stopped moving immediately and faced the screen. Everypony else went to Batman's side, each of them looking at the screen with hate-filled eyes. They all stood perfectly still.

_"I have a question for you." _Strange began. _"Before my arrival, this city was drowning under a tide of filth."_

From their right, a large door opened. Rainbow looked to see five TYGER guards come out from behind the door and run to their location. She readied herself for anything, but they did not attack. They simply stood around them with their weapons drawn.

_"Had you ever considered that all this is your fault?"_

Everypony slowly looked at Batman. He continued to stare at Strange. The gears in Twilight's head were turning as she thought about Strange's statement. Had all this been really Batman's fault? Not intentionally, of course, but could it have been possible?

"Your presence creates these animals; like germs, they spread. You created the environment that allowed the germ to mutate, to become stronger. Look at the Joker. Would he even exist if not for you?"

Fluttershy and Pinkie gasped at this. Everyponys minds were blown away.

_"It must be depressing. All your sacrifices and yet, you are the one to blame."_

Rainbow, Applejack, Rarity, Fluttershy, Pinkie Pie and Twilight all exchanged nervous glances with one another as they realized that in a way, Strange was right. Joker wouldn't exist if it weren't for Batman. He was unintentionally responsible for nearly every bad thing that had happened to all of them.

_"Oh, this is beautiful." _Strange chuckled._ "We have at long last defeated the great Batman."_

The large door to their right opened up again and eight more TYGER guards emerged and approached them, weapons wielded. They formed a large circle around them, ready to attack.

Strange began walking around the room he was in, almost like he was lost in thought. _"Soon, we will take our rightful place at our master's side. We will rule over both this world, as well as yours, Twilight Sparkle." _He grinned evilly.

Twilight's eyes widened in complete surprise at his declaration. It made her take a step back in shock.

"So thank you, Batman, for all your help. Now," Strange approached the camera. "KILL THEM!"

The screen shut off and all the guards advanced in unison. Twilight couldn't move for the longest moment. Her fear was too strong that she couldn't bring herself to do so. A nearby TYGER guard took advantage of this and electrocuted her with a shock baton. She screamed loudly and fell to the floor and began to spasm.

Rainbow quickly lunged at the guard and yanked the stick from his grasp. She threw it to the side and began to attack him. He went down with a grunt. Rainbow sped over to Twilight, full of worry.

"Twilight! Are you okay?!" She asked.

Twilight shook violently as she got to her hooves. She did not feel okay in the slightest. She felt like she was about to throw up. All she could do was shake her head. Rainbow quickly dragged her over to the three prisoners nearby before taking off toward the skirmish once again.

"Hurt them!" Strange ordered from wherever he was.

Ignoring that, Rainbow landed beside Batman and Rarity as they were dealing with two guards. One of them had a baton, while the other had a gun. Rainbow flew into the air in circles to get the guard with the gun's attention, while Batman lunged at him with all his might. He took him down and threw a freeze grenade at the guard with the shock baton. Rarity leapt into the air and kicked him in the face as hard as she could. He fell to the ground and Rainbow stomped onto his face.

Pinkie Pie had produced her Party Cannon once again, and fired it at two guards. She smiled, but she did not laugh. There was a time and a place, and this was not it. She quickly pointed it at three more guards. She took her hoof and wrapped it around nothing on the side of the cannon and moved it back. Somehow, the cannon made the sound of a gun cocking.

"I'm all for having fun with parties and cake, but sometimes the best kind of fun is kicking some bad guy butt!" She said with a wink before she fired the cannon again.

The guards flew backwards. Pinkie smiled and threw the cannon off to the side, putting it away. She was about to bounce off to the left, when she suddenly felt a shocking painful sensation on her neck. She screamed and dropped to the ground in a spasming fit like Twilight.

"Pinkie!" Fluttershy said from across the room. She took a hardened stance before charging the guard that had shocked Pinkie. "Don't! Hurt! My! Friends!" She screamed as she ascended into the air. She crashed onto the guards face and took him down to the ground. He groaned for a moment before he fell unconscious.

Fluttershy landed next to Pinkie. "Pinkie! Get up! Oh, please! You have to!"

Pinkie coughed as she tried to sit up. She looked around the room as if she was disoriented. She looked back to Fluttershy. "F-Fluttershy?" She weakly asked.

Fluttershy nodded violently. "Yes, Pinkie! Are you alright?!"

Pinkie looked around the room again almost like she was looking for something. Then she glanced at her front hooves. She wiggled them slightly before looking back at Fluttershy with tears in her eyes. "N-No. No I'm not."

Fluttershy was confused. "What's wrong? What hurts?"

Pinkie took a moment to find the right words. "I can't see it anymore. I can't… I don't…" She started to breathe heavily. "I can't make it work."

Meanwhile, Batman, Rainbow, Applejack and Rarity were busy taking care of the last two guards. One of them struck Rarity with his shield. She wobbled backwards, putting a hoof to her cheek to see a small droplet of blood on it. She growled at the guards before Batman vaulted over the both of them and crashed their heads together. They both went down.

"A pointless effort, Dark Knight." They all stood there panting as they looked at the unconscious bodies around them. Strange's voice continued over the intercom. "You cannot stop the inevitable. I will rain down fire and brimstone on these animals."

Applejack ran over to Twilight, who was just getting to her hooves. "You okay, Twi?"

Twilight nodded. "I think so. That shock felt a lot worse than the ones before, though. I still don't feel 100% better."

"Give it time. Ah'm sure it'll all be okay in a bit." Applejack assured.

They walked over to join Rarity, Rainbow and Fluttershy as she tried to make sense of what Pinkie was saying. "What do you mean? What cant you do?"

"Anything. I can't do my usual, crazy things; I can't be the normal Pinkie Pie anymore. I want to but I can't. I can't even see the fourth wall anymore! I don't even know where it is!" Pinkie said.

"So, you're saying that all the weird stuff that you do all the time, all the crazy things you do all the time, you cant do any of that anymore?" Rainbow clarified.

Tears started flowing down Pinkie's cheeks as she nodded. She started sobbing and cried into Fluttershy's shoulder.

"If you can walk, then come on. We need to keep moving or else more people will die." Batman said.

Pinkie continued to cry, but she slowly got to her hooves. Everypony followed Batman toward the massive door that the guards had emerged from while Twilight, Rarity and Fluttershy looked to their left as they walked. There was the door that led to the room where they had first awoken in.

"That's where this nightmare all began." Rarity said. "I can't even begin to describe how angry I feel right now at everything."

"We all feel that way, Rarity." Twilight said. "If you're lucky, you might get to show Strange how angry you are in person."

"For his sake, he better hope I don't get a chance." Rarity growled.

She stomped forward after Batman. He opened a manhole directly in front of the door. One by one, everypony entered and dropped inside. Once they landed, they looked around. They were inside the sewers again. They were in a wide tunnel that only led one way for a short ways. Once Batman entered the hole, he began walking forward. Everypony followed right behind him except for Fluttershy and Twilight.

Fluttershy gulped. "M-My goodness."

"What is it?" Twilight asked.

"Well, it's just that Rarity is so angry right now. I don't think I've ever seen her this angry before. I'm really worried." Fluttershy said.

"She won't do anything rash, Fluttershy. She's just angry. Getting angry is totally normal, and it's a natural emotion. It's when you lash out and do something you may regret because of that anger is when it becomes a bad thing. You see?"

Fluttershy thought for a moment. "I suppose so." She admitted. "But, I don't like getting angry. I feel mean."

Twilight put a hoof around her. "I understand. You're kind by nature, and getting angry makes you feel less kind. Just know that whenever you do get angry, we'll understand and we'll still love you just as much."

Fluttershy gave a tiny smile. "Thank you, Twilight."

Twilight returned the smile and they caught up to the rest of the group. On the floor was a large hole that led down quite a long way. He motioned for Rarity and Applejack to grab onto him before he jumped into the hole and floated down lightly. Rainbow and Fluttershy grabbed Pinkie Pie and flew her down. Twilight concentrated her magic to teleport herself down.

It didn't work.

She tried harder and harder, but she produced no magic whatsoever. She started to breathe heavily. She looked around in a panic as she tried to make sense of her loss of magic. She tried again and again, but her horn didn't even produce a single spark of magic.

"Hey! What's the hold up there?" Rainbow called from below.

Twilight could hardly focus. She looked down the hole and screamed. "My magic isn't working!"

"What?!" Applejack exclaimed.

"My magic! It isn't working! I don't know what to do!" Twilight screamed again.

She waited a moment before Rainbow and Fluttershy flew up out of the hole to meet her. "What do you mean your magic isn't working?" Rainbow demanded.

"I-I-I-I don't know! It just isn't working!" Twilight stuttered.

Rainbow groaned. "Shoot! Darn it, darn it, darn it…" She scolded to herself.

"Rainbow! Fluttershy! Twilight!" Applejack called from below. "We're gonna go on ahead for a bit! Rainbow, Pinkie wants to know if you remember the way!"

Rainbow called back. "I remember enough! We'll meet up with you guys!"

"Okay!" Applejack called again.

Rainbow turned back to Twilight. "How could your magic not work anymore?"

"I have no idea! It was fine until the fight we just had, but then it stopped!" Twilight stammered.

Fluttershy stepped out from behind Rainbow. "Um, you were shocked by one of those batons, right?"

Twilight nodded.

"Well, Pinkie Pie was shocked by one of them too, and she said that she couldn't do her… um… loud, crazy… thing… where-"

"She couldn't be regular Pinkie Pie anymore." Rainbow completed for her.

Fluttershy nodded. "Right. So, what if those shock batons did that same thing to you?"

Twilight thought for a moment. Rainbow took advantage of this pause and flew up and out of the manhole right behind Twilight.

"How could that even be possible?" Twilight asked.

"I don't know, but it's a possibility." Fluttershy said.

A moment later, Rainbow Dash returned holding a stun baton in her mouth. She dropped it on the ground in front of Twilight. "It looked like a normal shock baton to me." She said.

Fluttershy hated the fact that she had used the words "normal" and "shock baton" in the same sentence. They had been in here far too long.

Twilight took a closer look at it. "Weird…" She said. "It looks normal, but something isn't right about it. I cant put my hoof on it, but something just doesn't seem right."

"What do you think it could be?" Rainbow asked.

Twilight shook her head. "I don't know, but it feels… evil. Like, dark magic evil. The kind Spike and I encountered at the Crystal Empire."

Rainbow and Fluttershy stared at the baton for a little while longer. Eventually, they felt that something was off about it as well. They felt some sort of guilt inside them. Like they had each done something really bad and it was eating away at their very souls.

Fluttershy gulped. "I… I don't like this. I d-don't like this at all, Twilight."

"Y-Yeah." Rainbow's voice cracked. "Me neither."

Twilight remained fixated on the baton, however. Something inside her was telling her that what they wanted to do was wrong. She felt an evil presence within her telling her that she amounted to nothing and no one cared about what she did. She knew better however, which resulted in her feeling nothing but growing rage.

Somepony said something to her, but she didn't acknowledge. She was too fixated on proving the voice within her wrong. She began to argue with the evil presence within her. Every time she would think of an argument, the voice inside her had another one prepared. Telling her she was wrong and it was right.

"Twilight!" Fluttershy said, clopping the ground in front of her.

Twilight shut her eyes and shook her head, snapping out of her trance. She looked up to Fluttershy's concerned eyes. "Are you okay?"

"You wouldn't stop staring at that thing for about three minutes." Rainbow added.

"Wha…?" Twilight replied.

She looked back to the baton. The voice was gone, but the dark feeling remained. She shook her head again and placed the baton in her saddlebag. She would examine it earlier.

"Sorry, girls. I lost track of my head for a bit." Twilight apologized.

Rainbow and Fluttershy breathed a sigh of relief. "Okay, good." Rainbow said. "We were worried for a second there."

"Come on. We need to help everypony else." Fluttershy said.

Twilight nodded. "You got it. Rainbow, lead the way."

Applejack turned back to Pinkie. "She said she could remember the way."

Batman nodded. "Come on. We don't have much time."

Batman turned around. In front of him was a large gap in between two old buildings. The bottom of the gap was filled with water. There was another ledge just on the other side of it with a light and a wooden door. From here, they could see it was boarded shut.

Batman looked around. The tiny screens appeared in front of his eyes again, making them white. He looked left for a moment before he pulled out his line launcher.

"My goodness, what is this place?" Rarity asked.

Batman picked Pinkie up while Applejack and Rarity grabbed his legs. He shot his line launched at the other platform and they began to zip over to it.

"Well," Pinkie began. "It turns out that the city that Batman lives in, Gotham, is build on top of another city called 'Old Gotham'. This place is so old, and they didn't get rid of any of this old stuff, so they just built on top of it." She explained.

About halfway there, he flipped around in the air, shot another line at another platform to his left and continued.

"Batman, Dashie and I already were down here before when we went to see Ra's Al Ghul. I overheard a group of inmates talking about it. It seems like a really interesting history."

Batman flipped and shot again in air, this time to his right before immediately flipping again to his left. He zipped around the corner of a wall and headed for a hole in the wall directly in front of them.

"Oh shoot! Too bad Twilight isn't here! She would've loved this! Oh well! Maybe Rainbow will remember the story and tell it to her if she wants!"

They landed on the new platform. They dismounted Batman and got ready for whatever was next. In front of them was a large antique clock. There was nothing too special about it, other than the fact that it was one of the only sources of light in the room. Batman looked down at the floor. He stomped it lightly with his foot before he pulled out his explosive gel.

"Stand back." Batman said, crouching to the ground.

Everypony backed up a few steps as Batman sprayed the gel into the symbol of a bat on the ground. Once he finished, he took a step back, and pressed the button. The floor exploded with a loud boom and debris fell through the hole. Everypony had instinctively plugged their ears just before the blast.

They followed Batman down the new hole. Right in front of them was an old wooden door. Batman creaked open the door and motioned for the three ponies to stay quiet. They all nodded and walked through the door.

On the other side, they entered what looked like an old living room. On the right were a few chairs and a bookshelf. In front of them, a young woman was crouching down looking through a hole in the wall. Bright lights shone from beyond.

"Oh, this is where we rescued that doctor!" Pinkie whispered. "It was also where I discovered Dashie wasn't doing so good."

"She's fine now, sugarcube." Applejack said. "Don't you worry, none."

Batman approached the woman. She looked up to him. "Its you!"

"I told you I'd be back." Batman said.

"Well you took your time! Its crazy back there! First, Joker's men came down here and started setting up camp. I did what you said and hid, but-"

"What happened?" Batman asked, cutting her off.

"There were guards. You know, the ones that work for Strange? They came down and started killing everyone. It was a bloodbath." She said solemnly.

"It sounds like Strange is trying to cover his tracks." Batman said. "You seem to be good at hiding, doctor. Stay here and do it again. I'll deal with the guards in that room."

The doctor nodded and Batman turned back to the ponies. "You three stay here and hide. It's too dangerous for you to go in there. I'll be back."

Hesitantly, they all nodded. Batman turned toward the hole and grappled up into the darkness. They all walked to the hole and looked around. Batman had vanished.

"That's the last one. Area secure." A TYGER guard said on the comm.

"TYGER 43 to tower. The room is secure. All new inmates are neutralized." Another guard reported.

"Well done." Replied Strange. "Protocol 10 is progressing beautifully."

Rarity looked around the room. She counted at least five TYGER guards, but she was sure that there were more in this room. They all had guns, and they were all patrolling the room. One was on the balcony walking next to a pile of corpses. Two more were guarding the door at the base of the large structure in the center of the room. Judging by the design of the supports to the structure, she figured that they were directly below Wonder Tower.

"As we move into the final stage of Protocol 10, I would like to congratulate all TYGER forces on this wonderful achievement. As I look at the screen in front of me, I can see that we are rapidly approaching fatalities of 22%." Strange said.

The door behind them opened and shut. Pinkie turned around to see Rainbow, Fluttershy and Twilight in the doorway. She motioned them to stay quiet and to quickly approach.

"What's happening?" Rainbow asked.

"Strange's guards came in and killed all of Joker's guys a little while ago." Pinkie explained.

"Batman's in that room clearing 'em out right now." Applejack said.

"Does he need help?" Rainbow asked.

"No!" Rarity, Applejack and Pinkie whispered in unison.

"He said to stay here!" Pinkie said. "I'm not going to lose you again, Rainbow. Just stay here, and Batman will take care of everything."

Rainbow nodded slowly and sat down beside Applejack and Rarity. They all watched the room for any signs of Batman.

"My projections show that within three hours, every single inmate of Arkham City will be dead, and Protocol 10 will move into stage two. By the end of the month, new camps in Keystone and Metropolis will open. Each modeled after Arkham City."

Suddenly, they saw the familiar black silhouette descend from above and land behind the two guards in front of the door to the structure. He grabbed their heads and bashed them together before quickly zipping back up to the darkness.

"You should all be proud of your part in this. We are the solution this world needs. We are the future."

"This isn't good." Applejack said. "This isn't good, not one bit."

"He plans to put more of these prisons in more cities?" Twilight asked.

"What kind of sick individual can possibly think like this?" Rarity asked.

The guards below ran to the upper balcony to examine the two unconscious guards. They looked around for a moment before continuing their individual patrols. Each of their weapons were drawn as they walked.

"Report, any contact?" A guard asked.

"Negative. Continuing patrol." Another replied.

One guard walked slowly along the upper balcony. They saw Batman swing and land on the nearest gargoyle to the ponies. The guard walked right underneath him. Batman jumped off the gargoyle with a rope in his hands, right behind the guard. He wrapped his cape around the guard and lifted him up. His screams were muffled by Batman's grip. He dropped the guard off the gargoyle and swung to another hiding place in the darkness, leaving the guard dangling by his ankles.

"Contact! Move!" Many other guards rushed to his position. Three of them looked up at the squirming guard for a moment before he stopped moving and simply hung there.

"He's making you look like children." Strange scolded.

The guards dispersed and continued walking. Applejack looked directly below her and noticed a sniper sweeping his rifle around the room. He was right there. She was worried that he'd look up to their hiding spot and see her.

Suddenly, they heard a noise. She looked up to see Batman kick a guard behind the head and tackle him to the ground. He punched him in the head a few times before the guard fell unconscious. The sniper below Applejack turned left and ran to get a view of Batman.

"Contact!" He shouted as he fired a round at Batman.

Batman dove out of the way toward another guard. He pointed his rifle at Batman, but before he could fire, Batman threw a freeze grenade at him, freezing him instantly. He quickly took care of him before grappling up to another gargoyle.

The sniper ran up the stairs to the higher balcony and met two more guards there. One had a sniper rifle while the other wielded an assault rifle. They all examined the bodies of their fallen comrades for a moment before dispersing. The sniper slowly walked along the balcony, keeping his weapon drawn. Suddenly, the mine he stepped over exploded from underneath him.

The remaining guards ran to his position. Once they arrived at the snipers location, a large cloud of smoke engulfed them. Applejack couldn't see anything in the dense fog, but she could hear gunfire and what sounded like punching. Soon, the gunfire stopped and the smoke disappeared. The remaining guards were down and Batman now stood in plain sight.

"This is unacceptable. I taught you better than this. Oh Batman, this is not over." Strange growled.

Applejack smiled. "Come on, girls! Lets get going!"

They all jumped through the opening and landed on the ground below. They ran and made their way up the stairs and toward the entrance to the elevator where Batman was busy cracking the security system. Once they arrived, he cracked it and went inside the elevator car that no doubt led to the top of the tower.

"Nice going, Batman! You totally kicked their butts!" Rainbow cheered.

"Its not over yet, Rainbow." Twilight said. "We still have to get Strange and take back our elements."

They all entered the car. It had a few windows that looked outside, as well as a few posters for Wonder City. Around the lower part of the walls were a series of seats lined with red leather. In a previous time, Wonder Tower must've been a tourist attraction of sorts.

Batman eyed a terminal to his right and brought out his cryptographic sequencer to begin hacking the system. After a few seconds, the terminal beeped and the elevator doors closed. The car began to rise.

"What do you think you are doing, Wayne? You cannot stop me. I have won."

Strange's voice came on the intercom. They all looked around in confusion, wondering if he could see hear them.

"Within the hour, every single piece of criminal scum will burn, and then I will turn my attention to your allies. I will march to Wayne Manor. I will drag your faithful butler through the streets, broken, and I will make him tell the world how you have failed."

As they rose, the city came into view through the window. They saw Arkham City burning in multiple places, as well as numerous helicopters continuing their assault of the city and its residents. Everypony gasped in horror as they saw this act of mass murder take place.

"My Arkham City experiment is a success, and you; you will kneel before me, begging for your life."

The car began to slow down. Batman faced the door and looked up for a moment with the screens in front of his eyes. "They're waiting to ambush us."

Twilight gasped. "What do we do?"

"Arriving at the observation deck!" A cheerful female voice announced.

Batman looked up. "There, through the maintenance access hole."

Everypony followed his gaze. In the roof of the elevator was a square hole that was big enough for them to fit through. Rainbow flew up first, carrying Pinkie Pie. Fluttershy carried Rarity through the hole while Batman helped Twilight and Applejack through before climbing up himself.

"Elevator's hot. Cover the door." A muffled voice said from the other side.

"Yes sir!"

They were now on top of the car, in the elevator shaft. Directly in front of them was an opening. Batman walked through first and crouched on the glass that was directly above a croup of TYGER guards. Rainbow, Applejack and Pinkie followed behind him while Rarity, Twilight and Fluttershy waited on top of the car.

"When the door opens, kill anyone in the elevator."

"What if its one of us?"

"Its not. Control says that it's Batman."

"Nice. Locked and loaded! Open the doors."

The elevator dinged, and the doors slowly slid open.

"Fire!"

The elevator was now a whirlwind of bullets, smoke and noise. The three ponies that were on top of the car plugged their ears and stayed as silent as they could while the TYGER guards continued firing their weapons.

"Cease fire!"

The gunfire stopped, and the smoke cleared from within the elevator car. The guards looked at one another for a moment. Batman used this to his advantage and silently leapt off the glass ceiling. He landed behind two guards and bashed their heads together. They both went down. The five guards that remained shot their glances at Batman and proceeded to advance.

"Ah don't think so!" Applejack yelled.

She smashed through the glass ceiling and landed on one of the armed guards, knocking him out instantly. Rainbow flew through the air to her left and pulled a 180. She careened back into the other armed guard and took him down. Applejack bucked the guard to her left. He stumbled back, but quickly recovered. He was wearing armor, but he was only armed with his fists.

Batman dove to his right and into one of the guards. This guard was using a shock baton. He expertly countered any and all attacks and turned them against the guard, ultimately electrocuting him. He then threw a freeze grenade at the guard facing off with Rainbow before using his cape to stun the armored guard on his left. He delivered a series of quick punches and attacks, causing the guard to stumble. Applejack charged at the guard from behind and leapt into the air to deliver the finishing blow to the guard's head.

Rainbow took advantage of her opponent's frozen state, and grabbed him around the waist. She then proceeded to fly into the air with him a few feet before flipping upside-down and crashing down to the ground. She smashed his head into the ground, shattering the ice and rendering him unconscious.

Applejack walked over to Rainbow, breathing heavily. "Nice going, Rainbow."

"Thanks, AJ." Rainbow grinned. She turned her attention to Pinkie who was still standing on the now shattered glass roof. "Tell everypony else that it's all clear."

"Okay!" Pinkie said, and disappeared behind the ceiling.

A moment later, Twilight and Rarity jumped through the hole in the elevator and walked toward them. Fluttershy flew out over the glass ceiling with Pinkie bouncing right beside her. Once they were all together again, they made a huddle.

"Okay, so what's the plan?" Rainbow asked.

"We get to the top of the tower and stop Protocol 10." Applejack said.

"Strange is going to be there as well." Rarity said.

"Which means our elements will be there too." Twilight added.

"Sounds good. Problem is, how are we all going to get up there?" Rainbow asked, pointing up.

Everypony looked up to the top of the tower. A series of ledges, wires, and poles crisscrossed each other along the tower's face.

"Naturally, the easiest way to get to the top would be to fly, but making more than one trip could be risky." Twilight said. "Strange knows we're here and he knows we'll be coming."

"He's probably going to use one of his helicopters to look around the tower for us." Pinkie said.

"That's true, he probably will have something like that up his sleeve." Twilight mused.

"Can't you teleport us there?" Rarity asked.

Twilight shook her head. "No, my magic still isn't working. It's like it's blocked somehow. I feel it there, but it just won't work no matter how hard I try."

"We'll have to think of something else then." Rarity said.

Everypony nodded slowly and began to think. They knew they could climb up, but they didn't think they could all make it.

"I figure that if we climbed up the face, we would have to do some walking on ledges, which will take balance." Rainbow said. She turned to Applejack and Twilight. "No offense, but I don't really think that either of you have the best balance. The odds of you two falling are very high, especially if Twilight cant use her magic."

They looked a little insulted at her observation, but ultimately knew that she was correct. Rarity would have little to no trouble keeping her balance, and Pinkie could do literally anything, but Twilight and Applejack knew that they wouldn't be very good at keeping their balance.

"Well, what do you think we should do?" Twilight asked.

"I don't know." Rainbow shook her head. "I'm sorry."

Applejack and Twilight nodded. They understood.

"Well, um, what if Rainbow Dash and I fly right behind you and help you keep balance while you walk?" Fluttershy suggested.

Applejack thought for a moment. "That could work."

"Yeah, um, like we could stay really close to each other and help each other cross as safely but quickly as we can." Fluttershy continued. "And if somepony does fall, oh I hope nopony does, then Rainbow Dash can quickly swoop down to catch them."

Everypony nodded in agreement. "Yeah, that sounds like a good plan. Nice thinking, Fluttershy." Rainbow said.

Fluttershy blushed and gave a small smile. "Thanks."

"Well alrighty then." Applejack said. "Lets get on up there and lets get back home."

Climbing the tower was much harder than they originally thought. Batman had gone ahead while the girls were talking. He always made sure that they could see him, but he was already scaling the tower at a quick rate.

Fluttershy's plan was going very slow, but it was working. It almost took them five whole minutes just to get up to the next section. Like Rainbow predicted, Rarity and Pinkie had very little trouble walking along the edges. Twilight was doing okay, but she was still extremely nervous. Applejack was not having an easy time. Fluttershy and Rainbow hovered around her more than Twilight after she got the basic hang of it.

"H-H-How m-much further?" Applejack asked with a quaky voice.

"We're getting closer. Come on. You can do it, Applejack." Rainbow assured.

"Rainbow and I are right here for you." Fluttershy added.

Applejack stopped walking and sunk her head into her hooves. "Ah c-c-cant do it. Ah just cant."

"Jeez! What's gotten into you? I've never seen you this afraid of anything!" Rainbow said.

"Never thought Ah'd have to let it slip that Ah was terrified of heights!" Applejack snapped. "Ah just wanna go home, Ah just wanna go home, Ah just wanna go home."

She sounded on the verge of panic. Rainbow and Fluttershy looked to Twilight.

"Applejack, you need to trust us that we'll be there for you every single step of the way. We wont let anything bad happen to you." Twilight said.

Applejack continued chanting to herself quietly. "Ah just wanna go home, Ah just wanna go home, Ah just wanna go home…"

Twilight thought for a moment. Then an idea popped into her head. "Now listen, Applejack. What I'm telling you is the honest truth. Don't worry, we'll be right here."

Applejack stopped and looked up to Twilight, her pupils the size of pinpricks. She stared at Twilight for a moment before a smile crept onto her face.

"Dangit, Twi. Usin' my own words against me like that. Taint fair, sugarcube." She grinned.

Twilight smiled back at her.

"We're right here with ya!" Rainbow assured.

Applejack slowly nodded and got back to her hooves. "Ah'll thank ya when we get up top, Twilight."

Twilight chuckled. "Deal!"

"Talk to me."

"Stage one has been completed, sir. Casualties are exceeding predictions at the primary locations."

"Good. Refocus your attacks on the museum. I want Cobblepot's fortress leveled."

"Affirmative, Professor Strange."

It took walking out along a metal pole to get a clear view of their next ledge, and Batman having to grapple up while holding Rarity and Pinkie, but they made it halfway up the tower. Strange was busy giving orders to his helicopters, which they heard every word of. Once they made it to the next ledge, they all heard a loud whooshing sound come from above. Their screens flashed 'Missile Launch Detected' in big red letters like it had a while ago on the ground. To their right, they saw the glowing red of a missile fly away toward the museum below. It quickly got closer until it impacted the front of the building and exploded in a massive fireball.

"Oh my gosh." Pinkie breathed.

"I can't even believe it." Twilight said.

Fluttershy and Rarity were covering her mouths with their hooves as they watched the fireball vanish and the flames start to consume the museum.

"Sir, initial bombardment of the museum has been completed. Target is not destroyed."

"How very disappointing. Prepare to fire again. I want that museum gone, captain."

Rainbow continued to stare at the museum for a moment longer before she shook her head. "Come on. We need to get moving."

Everypony snapped out of it and continued along the ledge. Once they turned the corner, they saw Batman waiting there for them at the bottom of a ladder. Once Pinkie turned the corner, he began to climb the ladder up to the next ledge.

Pinkie and Rarity walked toward the ladder and followed Batman. Twilight, Applejack, Rainbow, and Fluttershy followed them shortly after.

"You're running out of time. Strange is killing everyone in that place." Oracle said.

"We're nearly at the top. We'll stop him." Batman said.

"I know. How did he ever manage all this? He's killed hundreds of people and he's got full authorization from the city. Its insane." Oracle said.

"He's working with someone. I intend to find out who the moment I stop Protocol 10." Batman assured.

The ledge they were on led into the elevator shaft. The elevator could go all the way to the top of the tower, but Strange had clearly stopped it from going all the way. It slowed them down, but it didn't stop them.

Batman glided to the ledge on the other side of the shaft and turned the corner. Rainbow and Fluttershy took turns flying everypony else across the gap and over to the next ledge. This area had bars along the edge, preventing anyone from falling. Applejack took a deep sigh of relief and a moment to rest.

She looked out the bars to see Batman walking along the pole to her right. Then, he started walking on a long metal wire that stretched from the end of that pole to another point somewhere to her left. Like he was walking on a tightrope at the circus. Applejack gulped as she quickly realized that if she were to continue, she would have to walk along that wire.

"Just don't look down, Applejack. You're doing really great." Fluttershy said.

"She hasn't even stepped onto the wire yet!" Rainbow said.

Applejack was hugging the end pole as tight as her hooves would allow her to. Rarity, Twilight, and Pinkie were standing on the ledge behind her, trying to be as supportive as they could. Applejack was in horrified shock as she stared blankly in front of her, shaking violently.

"Applejack? Can you start moving please?" Fluttershy asked.

"Nn-nn-nnnope!" Applejack replied. "No way, no how! Ah'm not g-g-gonna be able to move along this thing!"

"Applejack, come on! You need to get moving!" Rainbow ordered.

"Nope! Can't move!" Applejack quickly replied.

"But, um, we need you to!" Fluttershy said.

"No! Ah can't!" Applejack quickly replied again.

From behind her, Rainbow heard an audible groan. She turned around to see Batman leap off the other pole that was connected to the wire and dive down below them. He pulled up behind Applejack and grappled right beside her, startling her and causing her to yelp.

"We don't have time for this!" Batman growled as he got behind Applejack.

"What the hay do you think you're doiiaaAAAH!" She screamed.

Batman grabbed Applejack around her torso and leapt off the pole again. He opened his cape and glided over to the ledge that the other pole was sticking out of. Everypony else quickly walked out along the pole and carefully followed each other out along the wire.

Screaming as loud as she could, Applejack clung to Batman as tight as she could. Her hat flew off, but she didn't care. She continued screaming until Batman grappled up to the next ledge. He put her down and she curled up into a tiny ball, taking in deep, erratic breaths as she shook with fear.

"Applejack!" Everypony called.

They were all carefully walking off the wire and onto the pole right beside Applejack. They quickly made it over to her. Applejack was inhaling deeply and wheezing as she stared daggers at Batman.

"Well, I got you over here in one piece." Batman said, giving a slight smirk.

Applejack thought that this was the most appropriate moment to use a few of the words she had learned in here.

She wheezed in a deep breath. "YOU GO TO HELL!"

Everypony else gasped at Applejack's language.

She took in another deep breath before she started laughing erratically. "AH'M GONNA KICK YOUR ASS!" She laughed.

She fell onto the ground and began laughing as hard as she could. Her adrenaline was pumping through her at incredible speed and force, causing her to shake with both terror and excitement.

"Applejack!" Fluttershy scolded.

"What the hay, Applejack?" Rainbow demanded.

Applejack laughed some more before wiping a tear away. "Ah'm sorry, girls! Ah'm so, so, sorry!"

She laughed for a moment longer before taking a few breaths to calm down.

Rainbow flew over to her. "Here's this for ya." She said, throwing her hat in front of her.

"Heh, thanks Rainbow." Applejack said, picking it up.

Everypony was giving her a look of disappointment. Applejack blushed and giggled nervously. "Sorry 'bout my potty mouth. Don't worry, it wont be anything Ah'll take home with me."

Everypony looked at her a moment longer before they all nodded. "Its okay, we understand." Rarity said. "Just please don't say things like that again, alright?"

Applejack nodded. She put her hat back on and walked over to Batman. "Sorry 'bout that."

Batman chuckled. "Its fine. Now, come on."

They all recovered themselves and continued along the edge of the building.

Eventually, they came to another opening in the wall face and lifted themselves up. This had to have been the maintenance area. There was a small computer to the left. Once everypony was on the ledge, Batman walked over to the terminal.

"TYGER command, we're at the tower. No sign of Batman."

Batman motioned for them to hide before ducking behind a wall himself. Everypony spread out and hid behind the nearest wall, just as a TYGER helicopter came into view. Its spotlight was on and it was searching the tower.

"Continue your search."

"Affirmative. Sweeping the tower."

The helicopter began to fly around the tower with its spotlight shining the inside of the room they were now in, as well as the ledges and crevices above and below them. The helicopter slowly made its way around the entire building face until it was where it was when it started.

"No sign of Batman on the tower, sir."

"Good! Perhaps he has fallen. Move your search to the lower sections."

"Affirmative, command."

The helicopter descended until it was out of sight. Everypony took a deep breath of relief and relaxed. Batman made his way over to the computer terminal and began to hack it. He moved the knobs around on his cryptographic sequencer for a few moments before the device beeped. Above them, a maintenance hatch opened up, revealing their next objective.

"Okay. Strange is directly above us. Are you ready?" Batman asked the ponies.

Everypony nodded in unison. "We're ready." Twilight said.

Pretty soon, they were all crawling through the ventilation shaft directly beneath the security control center at the top of Wonder Tower. Metal bars had blocked off the door that connected the maintenance hallway and the control center, but an air vent was right next to it. Batman pried it off with ease, and began to crawl through the shafts with everypony following right behind him.

They made a few lefts and rights in the shafts, moving as quickly and quietly as they could. Upon turning a right corner, the only thing separating them from the underside of a TYGER guard's boot was an inch-thick metal grate. Fluttershy almost yelped in fear when she saw his silhouette standing there against the moonlight outside. Rainbow and Twilight quickly covered her mouth to prevent her from making any noise. After a moment or two, Fluttershy calmed down and they continued moving through the air ducts.

"This is the dawn of a new age for Gotham City." Strange said over the intercom.

Batman continued down the shaft until he came to a fork. He turned back to the ponies and motioned for them to go right while he went left. Everypony nodded in acknowledgement and Batman proceeded down the left side. Twilight used the sonar in her computer to get a view of either direction. The left route that Batman took led to another small room, while the right led back outside onto a platform hidden underneath the command center.

Twilight led everypony down the right shaft until they reached the exit. A thick metal vent prevented them from continuing any further. Twilight cursed to herself. If her magic were working, she could have easily twisted the screws loose. Applejack saw her expression and squeezed past Fluttershy and Rainbow Dash to get to the grate. Twilight stepped back to give her some room.

Lying on her back, Applejack set both her back hooves on the grate and began to push hard. Years of applebucking experience proved to be more than a match for the metal grate as it slowly began to bend outward until one of the screws popped loose. Applejack took another breath and applied more pressure to another part of the grate. Eventually, two more screws popped out, leaving the left bottom screw still attached. Applejack lightly tapped the vent and it fell out of its frame, dangling by the remaining screw.

One by one, they all popped out of the vent and landed on the small platform directly below. The platform was hanging by a pulley system made for raising and lowering. Most likely used for repairs or other kinds of maintenance. The only way they could get inside was via the ventilation shaft they just exited.

"Okay, so what's the plan?" Applejack asked.

"Strange will most likely have a small group of TYGER guards patrolling that room and watching everything." Twilight said. "Batman probably went another way to begin clearing them out one by one."

Rainbow looked up at the night sky. A few dark clouds were looming a little ways away. They were well above the perimeter's machine guns' range. "I have an idea." She said. "Those machine guns below wont be able to get us all the way up here. What if me and Fluttershy grab a few of those clouds, and bring them over here to prevent them from seeing us?"

"Batman's in there too." Rarity said.

"True, but he's able to see in dense fog." Twilight said.

"Wow. Really?" Pinkie asked.

"He has to. How else would he be able to do everything he does?" Rainbow asked.

"Oracle mentioned something he uses called 'Detective Mode'. I'm guessing that's how he does it." Twilight said.

Everypony nodded in agreement. It seemed like a good plan.

"Okay. You and Fluttershy go and get a nice thick cloud and wait for our signal." Applejack said.

"Got it! Come on, Fluttershy!" Rainbow said, grabbing her timid friend.

Fluttershy tried to protest, but she reluctantly followed Rainbow. "Why does this always happen to me?" She wondered aloud.

Once they began to fly toward the nearest cloud, Rarity turned to the rest of the ponies. "Now, I say we wait until Batman makes the first move before we take out Strange's eyes."

"I agree. Lets just be patient." Twilight said. "Applejack and Pinkie Pie, you two go back in the shaft and go the route that Batman went. Let us know when you get there."

"Okie dokie lokie!" Pinkie said.

Applejack and Pinkie crawled back into the ventilation shaft and turned a corner. Twilight turned back to face Rainbow and Fluttershy in the distance. They sat and waited for Twilight's mark. They didn't have to wait very long. After a moment, they heard a light beeping sound coming from the upper levels of the command center, followed by quick scuffling footsteps.

They waited in silence for a moment longer.

"Batman is here! Do not underestimate him." Strange warned.

That was their mark. Twilight waved a hoof in the air at Rainbow and Fluttershy. The two pegasi nodded in agreement and quickly began to push the massive cloud toward the tower.

Meanwhile, Applejack and Pinkie made it to the tiny room that Batman had entered. To noponys surprise, he was no longer in the room. The only thing separating them from the rest of the room was a chain-link fence on their right. There were a few wooden boxes stacked on the outside of the fence that they decided to use as cover from the TYGER guards.

Applejack though it best to scan the room with her sonar. It took her a while to find the right setting on her computer, but eventually she found it and began to scan the entire room.

Pinkie scanned with her computer as well. They counted six guards in the room; one was unconscious. Batman was hiding above the central platform overlooking two guards. Inside the central room was none other than Hugo Strange. Applejack and Pinkie Pie sent this reading to everypony else.

"Thanks, girls." Twilight replied over the comm. "Rainbow and Fluttershy are going to drop in with some fog in a few seconds. Be ready."

"Thanks, Twi." Applejack replied.

At the end of the room was an open window that led to the ledge outside. Pinkie walked over to it and took a look. The ledge was very narrow, but it led to the balcony that overlooked the city on the other side of the fence. She didn't think Applejack would be too keen on going out on a ledge again, so she decided that she would go out alone when they got their cloud cover.

After about thirty seconds, a large gust of wind came in through the back of the tower carrying a large cloud. It swept inside and reduced everyone's visibility significantly.

"Target is using smoke." One of the TYGER guards reported.

"The Batman is a worthy foe. He is dangerous, but not unbeatable." Strange replied.

"Thanks for the cloud cover, girls." Pinkie said on the comm.

"No problem!" Rainbow replied.

Pinkie began to shimmy along the edge of the tower toward the balcony. She almost lost her balance, but she quickly recovered and continued toward the railing. She vaulted over it and quickly stepped inside the foggy room. She hugged the walls and stayed in the shadows. She glanced at her computer. It still showed a moving picture of the room's interior. Applejack was still scanning the room. Which was good, because she could hardly see anything directly in front of her.

A few feet to her right was a TYGER guard, facing away from her. Pinkie took a deep breath and snuck up behind him. She eventually got close enough that she could see him without the use of the computer. She leapt up and wrapped her hooves around his mouth and nose. He dropped his gun and began to flail around. She kicked his legs out from under him and lay on her back. She wrapped her back legs around his to prevent him from flailing any more. After a moment, he quit squirming and fell limp.

Pinkie released him and set him off to the side. She got to her hooves and brushed herself off. Before she walked away, she took one last look at the guard.

"Double tap!" She quietly said to herself as she picked the guard's head up off the floor and smashed it on the ground.

He groaned once more before going silent again. Pinkie grinned and snuck away from him, positive that the others would be there soon. A few seconds later however, she heard another smash come from the opposite side of the room.

Pinkie looked at her computer and saw that three more guards were running over to the balcony just above the maintenance platform where she had left Twilight and Rarity. Luckily, the platform was directly underneath the balcony. The only way they'd be able to see them is if they hung off the edge and looked toward the tower.

After they moved the cloud cover inside, Rainbow instructed Fluttershy to keep the cloud condensed inside the tower by flying around the windows and pushing wind inside the building. Rainbow told her that she would be inside scanning for enemies near each window so Fluttershy would know which window to go to.

Rainbow flew inside the building and hid in the rafters above the central room where Strange was walking around in. He was surrounded by computers, graphs, schematics, and terminals that he could use to see every part of Arkham City with. Rainbow clenched her teeth at him angrily. She would've gone inside and ended it right there, but windows prevented her any direct access.

On the outside wall, she spotted a computer terminal beside a glass door. She guessed that it was her ticket inside. They would first have to get rid of all these guards though.

Rainbow began scanning the room in search of the guards. This fog proved to be very effective, but also a huge pain. Luckily, they had technology on their side. She studied the computer and saw that it was also scanning from another point in the room. She studied the outline of the pony for a moment before she realized it was Applejack. Pinkie was right in front of her, sneaking away from an unconscious guard.

Suddenly, on the ground in front of her came a loud noise followed by the sound of Batman's grapple hook. It connected with the ground beside Rainbow and he ascended from the fog. He landed next to Rainbow.

"I like the fog idea." Batman commented.

"Thanks." Rainbow whispered with a grin.

Batman produced a freeze grenade. He held it in his hand for a moment before throwing it into the fog. Rainbow heard the familiar sound of ice freezing over a guard. Batman snuck away as quickly as he could with Rainbow right on his tail.

She glanced at her computer and noticed that the guard that was frozen was standing over an unconscious guard directly in front of a ladder. Another guard was climbing the ladder as quick as he could to reach his comrade. Batman pulled out his explosive gel and waited. Just when the guard reached the very top of the ladder, he pressed the button and the ground beneath the guards' feet exploded, taking them both out in one blow.

"One to go." Rainbow whispered to herself.

Rainbow turned around and walked over to where the balcony overlooked the glass ceiling. Making sure that the remaining guard was on the other side of the room, she flew down and began to push the cloud cover out the nearest window.

"They are here! Help me!" Strange exclaimed.

Pinkie saw the last guard running over to the other side of the room on her screen. The room was beginning to clear, which meant that this was almost over. She licked her lips and proceeded after the guard. Just before she reached him, he turned around to spot her.

He raised his gun and got ready to fire, but something from above smacked him in the head. He fell down to the ground and grasped the sides of his head. Pinkie took advantage of this, and kicked the guard as hard as she could into the wall, knocking him out.

"Room's clear! Everypony get up here!" Pinkie said.

Applejack nodded and crawled back through the vents. Rainbow flew down next to Pinkie and blew the last of the clouds out. Fluttershy flew in from outside. Once Applejack, Twilight and Rarity popped out from underneath the floor grate behind them, they all ran toward the glass door on the upper level.

"Can you hear me, Mr. Wayne? Of course you can." Strange said from his room. "Understand this, you cannot defeat me. I am untouchable."

Rainbow flew ahead and met Strange on the opposite side of the glass. "Oh yeah? Just wait until we get in there and prove how wrong you are!" She threatened.

Batman floated down behind her and immediately went to work on unlocking the door. Once he began hacking the terminal, an alarm began to sound. No one seemed to pay it any heed, however. Everypony else joined Rainbow Dash in front of the glass doorway and stared hatred into Strange's eyes; Strange simply looked back at them with a smirk on his face.

Finally, Batman cracked the security code. The alarm stopped and the door opened. Batman put away his device and got to his feet. The six ponies walked behind him in an orderly fashion as he entered the tiny room. Strange made no attempt to flee or fight.

"You have not won." Strange said.

Batman did not reply. He continued to march forward until he was nose to nose with Strange.

Strange continued. "You cannot win. I, Hugo Strange am your successor. I have saved Gotham."

Rainbow snorted and flew into the air at Strange. "You shut up!" She screamed.

Just before she came in contact with his face, she immediately stopped in mid-air, frozen. She looked around in surprise for a moment. She was surrounded by a black aura of evil magic. She was instantly thrown against one of the windows to her right, shattering it to pieces. She landed in a heap on the floor just outside.

Everypony looked at Strange in shock as he grinned. Batman continued to stand right in front of Strange, but he looked like he was straining against nothingness.

"Get… out of… here." He growled.

"What's wrong?" Twilight asked with growing concern.

"I… can't… move…" Batman said.

Just then, he was thrown against the ceiling by an invisible force. The same invisible force grabbed the ponies and flung them back against the outer wall of the tower. Everypony screamed in terror and surprise as the dark magic hurled them around like rag dolls.

Twilight caught a glimpse of Strange and saw a pitch-black cloud of smoke appear behind him. Strange bared his teeth in a wicked smile as the ponies continued to be thrown around.

**"At long last. The Elements of Harmony have arrived."**

Twilight opened her eyes in horror at the sound of that voice. They all stopped moving and were dropped on the ground. They all looked up to Strange as the dark cloud of smoke twisted and contorted into the familiar shape they all feared. As it finally took shape, it came out behind Strange, staring at the ponies with evil green eyes and bearing its sharp fangs.

"No… way…." Rainbow breathed in shock.

"That's… that's impossible!" Rarity exclaimed, backing away.

"You? You're behind this?!" Twilight asked shakily as she also began backing away.

"King S-Sombra?"


	21. Magic

**"In the flesh."**

Sombra gave an evil smile as he levitated the ponies into the air. Everypony strained against his magic in vain as he walked out from behind Strange.

"B-But… How… did you…?" Twilight grunted.

"He found me." Strange answered.

Everypony looked at Strange. He hadn't moved at all since Sombra attacked.

"During my absence from Gotham, I discovered an immense power that tore through the very fabric of space and time. Quite literally, it opened the door to another world." Strange began pacing around the room. "I discovered Sombra beneath the tear in fabric. He was remarkable. A talking equine from another world who had his rightful throne usurped from directly beneath him."

"R… Rightful?!" Rainbow interjected. "More like stolen! The Princesses saved all those ponies from you!"

Sombra shot a blast of black lightning at her. **"Silence!"**

The lightning struck Rainbow and began to electrocute her. She screamed and wailed in the air as Sombra continued to torture her.

"No! Stop! Stop it!" Twilight begged.

"Leave her alone!" Fluttershy sobbed.

"Stop it! You're hurting her!" Pinkie screamed.

Everypony begged for Sombra to stop electrocuting Rainbow, but he continued for a few more seconds. When he finally stopped, Rainbow was shaking in the air and sobbing uncontrollably.

**"I am your ruler now. You will do as I command." **Sombra hissed.

Rainbow hung her head and continued to sob, but she did not speak.

Fluttershy was bawling. "Y-You're… You're a monster. An evil, evil m-m-monster…" She whispered.

Sombra gave an evil chuckle and levitated her over to him. **"So naïve. Do you truly not see what my plans are? Do you not see the true monster? During my rule, the Crystal Empire was at peace."**

Nopony could respond. Sombra levitated the trembling Fluttershy back a little ways and began pacing around the room.

"My methods may be a tad far-fetched, I understand, but in order to secure complete and total peace, one must not be afraid to do anything in order to secure it. In order to secure peace among ponies, their lives must be ruled under an iron hoof."

"Where's their freedom?" Twilight asked. "They will never be at peace if they don't have their freedom."

Sombra chuckled again. **"Freedom is life's biggest lie. Everypony, when free, will fight and quarrel with one another over the most insignificant things imaginable. They will steal from one another, be selfish, leaving anyone weaker than them to fend for themselves while they hoard the spoils of their sins."**

He faced the six ponies. **"I mean to rule over them and create a world where they are all truly equal. None shall be better than another. All will conform and comply with the laws I set as the standard for their miserable lives. They will all learn peace, and every single pony in all of Equestria will feel the effects of a true Utopian society under my rule.**

Twilight blinked when he said 'Equestria'. She looked at him with shock and confusion. Sombra saw her expression and grinned.

**"You haven't figured it out yet?" **He asked. **"You will be returning to Equestria, there is no doubt about that. Once every once of its precious freedom is sucked out of its life force, you six will accompany me there and you will be among the first in the line of eternity to feel the effects of my rule."**

Sombra began laughing as Twilight's eyes widened. Tears started falling down her cheek as Sombra walked toward Strange.

"He will have Equestria to himself and I shall rule over this world at my master's side." Strange began. "Think of Arkham City as a metaphor. Every piece of criminal scum in this facility represents evil in every form. Protocol 10 represents our plans for cleansing the evil from both this world and yours taking place. When this is over, the world will know peace."

Twilight shook her head in disbelief. She was completely speechless. She couldn't believe what she was hearing. She wanted world peace as well, but she knew that there had to be another way than tyrannical rule.

"The princesses are very powerful!" Rarity said. "They stopped you before, and they will do it again!"

Sombra did not look away from the screen. **"A problem that I have long since rectified. The Princesses wielded the Elements of Harmony when they stopped me. Now, I control the Elements of Harmony."**

He pressed a button. A hatch in the large device at the center of the tiny room opened and out floated Twilight's Tiara of Magic. It had been changed and modified to look much more sinister. The magenta star gem in the center was now a maroon color. The gold was now a shiny gray color, and the blue gems on the face were now green. Sharp metallic spikes stuck out at the ends, almost making the tiara look sinister.

**"As you can plainly see, the elements are completely at my disposal. I have provided the magic and the powers necessary to make Strange's vision for this cesspool of a city a reality." **Sombra explained.

"That's why my magic isn't working." Twilight concluded. "You used the same magic in the stun baton you did on my brother at the Crystal Empire."

**"You truly are a bright one." **Sombra clicked his tongue. **"I may just keep you in Canterlot palace with me."**

Twilight tried to strain against Sombra's magic again, but to no avail. Sombra turned around to look at something on the screen behind him for another moment.

**"After you've been re-educated to see my way of thinking, of course."** Sombra added. **"Can't have you up and try anything now, can we?"**

Twilight thought for a moment. If she remembered correctly, Princess Celestia told her that she and Princess Luna had both used their power to stop Sombra before; both of them together. It had to have been much later that Princess Luna fell and became Nightmare Moon. Which led to Princess Celestia harnessing the Elements of Harmony's power to trap her in the moon for a thousand years.

According to history, the Princesses discovered the Elements of Harmony long before King Sombra's rule, but in the piece of history that Celestia had shown Twilight at Canterlot, the Elements were nowhere to be seen on either of the princesses as they overthrew Sombra. They had only used their magic alone.

This made Twilight think long and hard about how they would escape if they could. She started to wonder if they actually needed the Elements to stop King Sombra. She imagined that they could, but the elements could be used to defeat him forever.

Then she felt it, that familiar feeling deep inside her. The same feeling she felt when she faced Nightmare Moon. She felt the spark.

The Elements of Harmony may have been corrupted, but the true spirits of the true Elements of Harmony still resided within herself and her friends. She didn't need the tiara to unleash the Element of Magic, because it resided within herself. The spirits of Laughter, Honesty, Loyalty, Kindness, and Generosity all dwelled within her friends' souls as well. All she had to do was get them all to realize this again, and the power of their friendship would allow them to defeat anything.

Now was not the time, however. Something inside her told her to wait. So she would do just that.

Something out of the corner of her eye caught her attention. It was a tiny flutter in the darkness on the lower level. She glanced over to it, but it was nothing. She turned back to Strange and Sombra, both of them checking something on the computers with their backs turned to them.

She also noted that Batman was nowhere to be seen. Inside her heart, she uttered a short prayer, hoping that Batman would find a way to get them out of this situation.

Another moment passed before Sombra turned around and walked toward the ponies. **"So, who will be first to be re-educated?"** He asked.

Twilight, Applejack and Rarity all glared hatred into his eyes. Pinkie and Fluttershy were crying, Rainbow was still shaky from the lightning, but she put on her bravest face and looked at Sombra.

Sombra's eyes scanned each pony before they stopped at Fluttershy. **"I'll start with you."**

Fluttershy slowly floated over to Sombra. "NO! STOP! NO NO NO! PLEASE, I BEG YOU!" She screamed.

Everypony screamed loudly for Sombra to stop, but Fluttershy continued to float closer and closer to his glowing black horn. He flashed is fangs at her and forced her to open her eyes. Fluttershy's cheeks were dripping with tears as she slowly approached him. Sombra licked his teeth and lowered his head toward Fluttershy.

Suddenly, the roar of a jet resonated from outside. The entire room shook violently and all the lights went down. Everypony started screaming in terror in the darkness. Fluttershy stopped moving and he looked around in anger.

**"What is this?!"** He demanded, throwing Fluttershy back.

"Electromagnetic pulse! The system is down!" Strange said.

**"Bring it back online!"** Sombra ordered, stomping back over to Strange.

"System rebooting now. Standby." He said.

The lights and the machinery slowly whirred back to life. The ponies were still floating in the air while Sombra and Strange were staring at a computer screen in the room.

"It's over, Strange."

Strange and Sombra whipped around to see Batman standing in front of the ponies. He held a Batarang in one hand and was facing them. "I'm shutting this place down."

**"Impossible!"** Sombra spat. **"This is powered by the magic from the Elements themselves! There is no way you could ever stop us!"**

Batman paused for a moment longer before he threw a smoke bomb onto the ground. The room was engulfed in a thick cloud of smoke in the matter of a second. Everypony fell to the ground out of Sombra's grip coughed and sputtered for a moment until the smoke cleared. When it did, Strange was lying on the ground in front of the machine and Sombra was frozen in a block of ice to his right. He looked like he was in the middle of a lunge.

Batman placed a device on the computer. "Oracle shut this place down."

_"My pleasure." _She replied.

Everypony slowly got to their hooves and dusted themselves off.

"You've ruined everything." Strange said.

Batman grabbed Strange around the collar and hoisted him to his feet. Strange grunted and whimpered as Batman threw him at a large piece of technology outside the tiny room. Sparks flew everywhere as Strange tumbled to the ground. His glasses were now cracked.

Batman stormed over to him and forcefully picked him up off the ground. "Get… your hands off… me!" Strange grunted.

Batman grabbed the back of his head and forced him over to the window overlooking Arkham City. "Look at what you've done!" He ordered.

Smoke was rising from the destruction below. Flames and debris were everywhere and countless lives were already dead from the attack. "Its glorious, isn't it?" Strange said with a smile.

Batman exhaled sharply and threw Strange on the ground beside the window. He held his chest and looked up at Batman as he stood over him.

An erratic beeping sound came from the computer followed by an alarm. Twilight noticed it and ran over to the screen. It read, 'Protocol 10 Deactivated.'

Twilight grinned. "It's deactivated!"

"You're finished, Strange." Batman said.

Everypony stood beside Batman as Strange slowly got to his feet. "I have powerful friends, Batman… This is just the beginning… You cannot stop me… Soon, I will command forces beyond your comprehension…" He limped over to Batman and the ponies with an evil grin across his face. "I have achieved what the great Batman could never do… Gotham will forever thank… Hugo… STRANGE!"

Suddenly, a thick blade pierced through his chest. Strange inhaled sharply in shock. Everypony gasped as the blood began to seep through his lab coat around the wound. The blade was torn out of his chest from behind and Strange buckled to his knees. He fell to his side, revealing his attacker standing behind him.

Ra's Al Ghul sheathed his sword and stepped over Strange's body. "Your part of this is over, Professor Strange."

Ra's walked toward the window. Batman, Fluttershy and Rarity ran to Strange's side.

"W-Why?" Strange wheezed. "I did everything you wanted."

"Indeed." Ra's replied, not facing him. "You clearly demonstrated that Batman is better than you. Let him die, detective!"

"He was your puppet, Ra's! Why?!" Batman demanded, holding Strange's head above the ground.

"You said I could replace you!" Strange wheezed. "This was our vision!"

"And you failed to see it through." Ra's completed.

"B-But…" Strange stammered.

Ra's continued. "When you came to me with Batman's identity, I gave you this chance to prove your worth, providing you with limitless recourses for your plan. You came… close, but you have failed me."

From behind them, Sombra broke out of the ice and shook himself off. He glared at the ponies and Batman as he started walking toward them. Twilight, Rainbow, Applejack and Pinkie backed up closer to Batman, expecting the worst, but Sombra didn't say a word.

"He's going to die, Ra's! He needs medical attention, now!" Batman ordered.

"Do as you wish, detective. He is already dead to me." Ra's replied.

"Batman, he's going fast." Rarity said worriedly.

"I'm… so close. Just give me more time." Strange begged.

"Too late." Ra's replied without missing a beat.

"Ra's please!" Pinkie begged. "Don't let him suffer! Just make him better!"

"I don't give second chances." Ra's turned around to face Batman. "This is a good day, detective."

"Good?! People are dying!" Batman spat back.

Sombra stepped forward. **"The world will not miss them. Why should any of you?"**

He walked past the ponies and over to Ra's side. **"Look at our work. This is what I have planned for Equestria. This is how life was meant to be."** Sombra said almost in a whisper.

"Tons of people dying?!" Applejack demanded. "Slaughtering countless lives?! That's your plan?"

**"The seeds of evil dying. Slaughtering any notion of disharmony and disloyalty."** Sombra corrected.

"My equine counterpart speaks wisdom." Ra's said, turning around to face the destruction outside. "You may have defeated Strange, but this… This is just the beginning."

"No its not! It's the end for you both!" Twilight spat.

Sombra and Ra's began laughing. **"I suppose you think you six can stop me from achieving my goal in our world?"** Sombra asked, turning around.

"Yes we can!" Twilight replied.

Sombra and Ra's began laughing again at her reply.** "Oh you can? Enlighten me."**

"You think that you've won just because you've changed what the elements look like? Think again." Twilight stomped her hoof on the ground. "You may have severed the bond between us and the elements, but you haven't severed the bond among the elements themselves. Their magic, their purity, their power still exists!"

The tiara inside the tiny room began to glow with a bright purple light. Sombra stopped smiling and glanced over to it.

Twilight continued. "Which means we can still harness their power!"

**"How can you possibly do that? You had nothing! You all were in a virtual hell for hours! Nothing of complete and total significance happened to you!"** Sombra spat.

"Well, maybe not 'super bright and flashy' significant, but significant nonetheless." Rainbow chipped in.

Twilight looked to see what Rainbow was going to say. "While we were saving Rarity and Fluttershy from Penguin, I fell into the freezing pool of water. The room was well below zero degrees, and the hypothermia was already setting in. Twilight used her magic to make me better for the time being, but it wasn't enough."

Rainbow gulped as she continued. "When Pinkie, Batman and I went to see you, Twilight's spell had worn off because of you. You meddled with the elements and broke our bond with them. Because of that, Twilight's magic lost most of its power, and the hypothermia set in again."

"I literally died because of what you did." Rainbow said solemnly.

Rarity, Pinkie and Fluttershy were crying as Rainbow recounted her story.

"Thanks to Talia and your Lazarus pit, I came back, but I came back… different." Rainbow continued. "Something wasn't right with me. I felt betrayed by Twilight. I hated her guts because I was under the impression that she did it on purpose. I escaped and found her. I tried to kill her, but I didn't want to. I fought myself inside my own head as I tried to tell myself that everything was okay. It wasn't her fault."

"It would've taken longer if Applejack hadn't intervened, but I would've snapped out of it eventually. Because I know that Twilight is one of my best friends and would never do anything like that to me on purpose. I'm going to remain loyal to her and to all my friends forever."

A rumbling came from outside and a red mist zoomed through the window and straight at Rainbow. It flew around her in circles for a moment before slowing down and floating around her neck.

Sombra looked surprised. He was no longer laughing or smiling.

"When we were trapped in that wretched museum," Rarity said. "Mr. Cobblepot told me that he was planning on keeping only one of us: either Fluttershy or myself. Whichever one of us he did not want, he would throw to his shark."

Rarity looked at Fluttershy. "I mean this in the nicest of ways darling, but I knew that you would not live up to Cobblepot's expectations of what he wanted. You wouldn't last a second all alone." Rarity gulped and turned back to Sombra. "When I discovered this, it was right then and there that I decided to do the most generous thing a pony could ever do for somepony else. I would give up my own life so that Fluttershy could live."

Everypony gasped when Rarity finished. The same rumbling came from outside and a purple fog came in through the window toward Rarity. It hovered around her neck after a moment as well.

"Oh Rarity." Fluttershy whispered with a smile. "That's the most generous thing I've ever heard."

Rarity smiled at Fluttershy. "Anything for a good friend like you."

Sombra growled. **"Enough of this! Good deeds and kind thoughts won't be able to stop me!"**

He stomped toward the ponies, but was surprised when a yellow colored shield materialized out of nowhere right in front of him. He examined the shield and tried to break it, but it was no use. He growled as he continued to stare at the ponies.

"Maybe not the words and thoughts alone, but what they represent." Fluttershy said. "I heard people saying really mean things about Victor Fries. How he was heartless and evil. But when we were trapped together inside the museum, he only looked sad and tired. He didn't look bad at all."

Fluttershy continued. "So I decided to give him a chance. It took a little effort to get under his tough attitude, but eventually, I learned that he only did what he did because he was in love. His wife is really sick and all he wants to do is make her better again. I told him that its okay to try and make her better, but he was going at it all wrong. Stealing from others and hurting others isn't okay. I told him that he needed to be kinder and nicer in his life." Fluttershy smiled. "He didn't seem like a bad person, he's just a good person that made a few bad decisions."

The rumble from outside came again and a pink fog came inside and hovered around Fluttershy. Sombra looked even angrier as Applejack stood up to face him.

"Once we got in here, right off the bat, Ah was hit by a clown thug's boot. It hurt really bad and I passed out right there in the medical center. When Ah woke up, Ah was locked in a steel box by some whacko named Riddler." Applejack said. "He wouldn't stop talkin' down to me and tellin' me how worthless Ah was. Ah picked up right away that he thought he was all that."

Applejack grinned. "So Ah decided to be honest with him. Ah told him that Twilight was way smarter than him and could easily kick his butt at a smart contest. Needless to say, Riddler wasn't too happy with what Ah was tellin' him, and Ah almost died in there. Luckily, Twilight went back to the medical center and found whatever Riddler had put there so she could see me. Usin' her smarts and her magic, which Riddler didn't believe in, she broke the machinery in the box and set me free. Ah don't think if Ah had told him what was what, then he probably wouldn't have gone after Twilight in the first place. See what bein' honest does?"

Another rumble came from outside and Applejack was soon surrounded by a familiar orange fog. She looked up to Sombra's disbelieving eyes and gave him a grin.

"With me," Pinkie began. "All I did was stay positive through the whole thing! Sure, Joker tried to convince me that Batman was a bad guy, but I quickly learned the truth! Rainbow Dash explained a lot of stuff to me and I started to get really happy with Batman! He's saved our lives a hundred times tonight and I feel like he deserves a huge party! A 'Thanks for saving our lives a hundred times!' party!"

The rumble sounded from outside followed by a blue fog coming inside and surrounding Pinkie as she continued to explain her plans.

"We'll have fun and play games and have cake and dance it will be a super, duper, crazy awesome party!"

When she finally stopped talking, the tiara behind them glowed a bright white. The gray, red, and green coloring all chipped and flaked off revealing the tiara for what it truly looked like.

Twilight stepped forward. "Just because you take away the physical form of the Elements of Harmony, doesn't mean you take away its power. That still resides in all of us. These five elements: Loyalty, Generosity, Kindness, Honesty and Laughter, when combined, form the eternal bonds of true Friendship…"

The tiara hovered above Twilight, still flaking pieces of gray off.

"…and Friendship is Magic!"

The flakes of gray metal exploded off, revealing the Element of Magic for what it truly looked like. It rested itself upon Twilights head and she began to float into the air. The fog surrounding everypony else also took on the form of their respective elements. Everypony shut their eyes as tight as they could and they all floated into the air.

**"NO! THAT'S IMPOSSIBLE!"** Sombra screamed.

The intense power growing in the room finally released all at once when Twilight opened her eyes. In a single second, the six ponies charged at Sombra in the air and threw him out the window. Sombra flipped wildly in the air for a moment before the six ponies caught him with magic. The wind blew wildly around them as they stared at Sombra with the burning intensity of the sun.

**_"YOUR DARK MAGIC IS USELESS NOW!" _**The six ponies shouted telepathically. **_"IN THE NAME OF THE PRINCESSES, IN THE NAME OF THE EQUESTRIA, AND IN THE NAME OF ALL FREE LIFE EVERYWHERE, WE, THE ELEMENTS OF HARMONY HEREBY CAST YOU OUT!"_**

In a flash of light, a powerful blast of rainbow shot King Sombra into the ground. Sombra screamed loudly as he neared the ground below. Just before he impacted, a large dark blue portal opened and Sombra fell through it. The six ponies continued to fire their rainbow blast for another moment before they ceased.

They slowly floated back to the now shattered window to see inside the tower. They hovered right in front of Ra's as he looked at them with pure hatred.

"You're all fools. You have accomplished nothing." He turned around to face Batman. "Come with me, detective. Together, we will wipe this world clean!"

"Never!" Batman spat. "You're wrong, Ra's. You've become what you've always fought against, and I will stop you."

Ra's gave a light chuckle. "I doubt it." He replied.

"If he doesn't stop you, we will." Twilight warned.

From inside, Strange sat up as best he could. "Computer…" He wheezed. "Activate… Protocol… 11…"

Ra's whipped around to face Strange. "What are you doing?!" He demanded.

Strange did not answer. "Pass…code… Wayne…" He smiled and closed his eyes as his last breath left his body.

From behind Batman, an alarm began blaring. A monitor displayed a series of numbers. '5…4…3…'

Ra's took a step forward. "NO!" He yelled.

_"Get out of there!" _Oracle yelled.

'…2…1…'

Batman got to his feet and sprinted toward Ra's. "No… no… no… NO… NO!"

He grabbed Ra's and dove out the window just before the top of the tower exploded in an enormous deafening fireball. Ra's and Batman flew out the window and flipped around in the air multiple times. Everypony else flipped around in the air as well for a moment before Twilight used her magic to bring everypony together again in the air.

She controlled their flight and pointed them down to the ground toward Batman. Batman recovered in the air and shot himself at Ra's. He grabbed Ra's around the waist and tried to produce his grapple gun.

Ra's grunted and drew his sword. He turned it around and placed the tip of the blade at his own chest. Batman let go just before the blade exited Ra's back. Ra's went limp and fell down toward the ground.

The six ponies caught up with Batman and caught him in the air. They stopped and hovered in the air long enough to see Ra's plummet to the ground and land on the fence just in front of the Arkham City entrance. The giant point of the letter 'A' pierced through his stomach and Ra's went limp. He was dead.

The ponies slowly descended toward the ground. They all breathed heavily. It was all finally over.

_"Bruce! Are you okay? The tower just exploded!" _Oracle said.

"I noticed." Batman replied.

_"Thank God you're alright!" _Oracle breathed.

"Ra's Al Ghul was the power behind Hugo Strange. This whole place was part of his plan." Batman said tiredly.

_"You're kidding!" _Oracle exclaimed. _"Where is he now?"_

"Lets just say he's going to need a trip to a Lazarus Pit." Batman replied.

The ponies carried Batman down in front of the entrance. They all saw that the portal that they had opened was still there. It now glowed a warm yellow instead of a dark blue.

"There it is." Twilight breathed.

"After all this time, this is it." Applejack said.

"We're finally here." Rarity said.

"Equestria is right through this portal." Rainbow said.

They all stood in front of the portal and watched in awe. It was just a swirling bubble of white aura, but each one of them could feel the warmth of the sunlight on the other side. They could hear the birds and the wind that blew. They could smell the dirt and the air of their home.

"All we need to do is walk through here and we'll be right back home, right?" Pinkie asked.

"Yeah… that's it…" Twilight hesitantly replied.

They all continued to stand there in front of the portal. They were all so close and they knew it, but not one of them could bring themselves to take a step inside the portal.

"Ah can't bring myself to go yet. It doesn't feel right somehow." Applejack said.

"I feel the same way too." Fluttershy said.

"Why? Why do we feel like this? This is what we wanted this entire night! What's stopping us?" Rainbow asked.

Just then, the massive television behind them flicked on.

_"HELLOOOOOOOOOOOOO! Is anyone there?!" _Joker announced.

They all blinked and turned their attention to the television screen. There was Joker standing in front of the theatre. He looked completely healthy.

_"Hello, Batman! I know you can hear me. I've not caught you at a bad time, have I? I was worried you may have forgotten about little old me!"_

The screen zoomed out and showed an image of Talia sitting in a chair. Joker was holding a gun and pointing it at her head.

_"Take a look at your girlfriend, who, as you can see, is in danger of having her pretty little brains splattered all over this camera! HA HA!" _Joker taunted

_"Ignore him, beloved! Let him die." _Talia said.

Joker began walking around her in circles. _"Ah, how romantic! Only problem is, I've never felt better! And we both know you really can't ignore me, can you?"_

Twilight looked up at Batman. His eyes were glued to the television screen.

_"So listen, Batman. I'm putting on a little show for you! It's going to be a dozy! A real red carpet affair! You better hurry though. If you take too long, the leading lady may be found dead in her dressing room!" _Joker placed the barrel of the gun under Talia's chin and started giggling until the image on the screen cut to the Arkham City logo.

Batman pressed a few buttons on his gauntlet. On the ponies' computer screens, a little window appeared that said 'Activating homing tracker'.

"Well, looks like we still got stuff to take care of here before we head back home." Applejack said.

Twilight nodded. "Okay. Applejack, Pinkie Pie and I will stay here to guard the portal. Rainbow, Fluttershy and Rarity go with Batman to give him some help."

Fluttershy started to interject. "But, what abou-?"

"I don't need any help." Batman said as he took off into the air.

Rainbow and Rarity watched as he quickly ascended into the air.

"Don't worry! I'm right behind him!" Rainbow said as she took off after him.

Rarity looked at Fluttershy. "Come on Fluttershy! Batman needs our help!"

Fluttershy looked around nervously. "B-But, what about Nora?"

Rarity blinked. "Oh yes… With everything that's happened, I must've forgotten."

"Well, I think we should get her back to him." Fluttershy said.

Rarity nodded before glancing after Rainbow as she flew away. "Well, Batman seems to know what he's doing. I've gotten the feeling that we've been nothing more than an annoyance to him this whole night."

"I've thought that too." Fluttershy agreed.

Rarity thought for a moment before she put her hoof down. "Okay. Rainbow will accompany Batman while Fluttershy and I go find Nora." She turned to Twilight, Applejack and Pinkie Pie. "You three will stay here?"

Twilight nodded. "Don't worry. My magic's working again and I feel better than ever right now."

"We all do, silly!" Pinkie giggled.

"We'll be fine. Ya'll go and save Freeze's wife." Applejack said with a smile.

Rarity and Fluttershy nodded. "Okay!"

They both ran off down an alleyway and disappeared behind a corner.


	22. Promises

Fluttershy and Rarity turned a right corner and continued down the alleyway until they reached the main street. They looked around to see if they could spot any inmates loitering on the sidewalks. The street was completely devoid of all life. A few bodies littered the ground a ways away. Rarity shook her head in disbelief. She had no idea that anyone, no matter how evil, could even fathom a type of cruelty on these people. She was well aware that they were nowhere near innocent people, but what Strange did to all of them made him no better.

Rarity looked up to the sky. There was only one helicopter in the air and it was flying up and over the security wall of the prison away from them. Protocol 10 was deactivated, and the helicopters were all going back to their base. With them out of the way, and most of the inmates that were still alive too scared to come back out for a while, this would be very easy.

"Wait up!" A voice from behind them shouted.

Rarity and Fluttershy turned around to see Applejack running toward them in the alleyway.

"Applejack? What are you doing here?" Rarity asked.

Applejack stopped right in front of them. "Ah came to help ya'll rescue Mr. Freeze's wife! Figured you could use a little assistance."

"Well, that's thoughtful Applejack, but what about Twilight and Pinkie Pie? Won't they need your help?" Fluttershy asked.

"Ah told Twilight and Pinkie that Ah was getting' worried about you two." Applejack hesitated for a moment. "No offense girls, but Ah thought you two might need the most help right now. Honestly, Ah wasn't sure you could handle yourselves if you got into a scrap."

Rarity looked insulted. "Applejack, that's not fair! Why would you say something like that?"

Applejack raised an eyebrow. "You want me to go back?"

Rarity knew that her and Fluttershy weren't the best fighters in the group. Applejack was right here and willing to lend a hoof for them and she wasn't about to reject her offer.

Rarity's expression relaxed somewhat. "No, we'll need your help. I just don't like it when you assume that we'll need your help."

Applejack chuckled and shook her head. "Heh. Classic Rarity."

Applejack stepped forward to look up and down the street. Not a living soul in sight. She walked out onto the sidewalk and turned right. Fluttershy followed right behind with Rarity tailing her.

"So, where are we supposed to be going?" Applejack asked.

Fluttershy thought for a moment. "I think she might be by the Steel Mill."

"How do ya figure that, Sugarcube?" Applejack asked.

"Well, um, Mr. Strange took Victor in for an interview or something a few hours ago. Victor demanded that I go with him and I that didn't get hurt." Fluttershy began. "They talked about his past and his life for a long time until they finally got to Nora. Strange told Victor that Nora was being delivered to the Joker as they were speaking and Victor got really mad. This is just before we got separated and I woke up in the Mad Hatter's tea party."

"Makes sense, Ah guess." Applejack said, turning into an alleyway.

Rarity shook her head. "How awful. Did Strange say why he was delivering Nora to Joker?"

Fluttershy gulped. "Its hard to explain. Strange asked Victor so many questions about what he did and how he did it. He somehow made it all seem like Victor's fault."

"How is any of that Victor's fault?" Rarity demanded. "He didn't deliver Nora to Joker!"

Fluttershy shook her head. "I don't know, he got into his head and said all kinds of things to him. What's worse is that what Strange concluded to Victor somehow all made sense."

Rarity exhaled. "Oh, I wish I could understand this. It's so very confusing."

"How's about we just stick to getting Nora back right now?" Applejack asked.

Rarity nodded. "Good idea. We can talk about this later."

They continued down the alleyway until they reached the courthouse. It was still burning and it had an enormous hole above the main doorway. A few pieces of debris were scattered in front of it. They turned right and headed toward the freeway. They were all familiar with the layout of the prison now.

"I'm not saying what Strange did was good, but it certainly has made our journey much easier." Rarity commented.

"Ah agree." Applejack said. "Still, be best to be on guard. We can never be too careful here."

Rarity nodded. They walked past the church and onward toward the freeway entrance. The fence that separated them from the freeway had been destroyed. They carefully stepped over to the other side and walked up the road.

"We should probably get an idea of where Nora is before we get to the industrial section." Rarity said.

Fluttershy tapped her computer. The upper section of the industrial district was highlighted with a large blue circle. Fluttershy tapped it and Freeze's voice came over the comm.

_"I managed to track Nora down to somewhere in this area. Please find her for me, Batman."_

The comm. went silent. Applejack and Rarity looked at the highlighted section on their maps. "Around there?" Rarity asked.

Fluttershy nodded. "She's probably inside one of those buildings. I don't think Joker would put her outside in the open."

"Plus, he's probably got some of his goons guarding her. We're gonna have to deal with them once we get there." Applejack added.

"They shouldn't be a problem." Rarity said.

"But what if they are a problem?" Fluttershy asked.

Rarity and Applejack looked at each other. "Fluttershy, we're going to need your help if we do end up fighting them." Rarity said.

"Yeah. Sorry sugarcube, but you're gonna have to step out of your comfort zone for a bit and bash a few heads if need be." Applejack added.

Fluttershy sighed. She hated hurting people. Even if they were bad people who wanted to hurt her and she was acting in self-defense, she didn't want to hurt anyone. She had done it before tonight many times, and she didn't want to do it anymore tonight, but she figured that this would be the last time.

"Alright." Fluttershy whispered.

Applejack smiled. "Thanks, Fluttershy. Ah know you don't like doing this, but we might not have a choice."

"I know." Fluttershy said. "I just wish they would listen to reason instead of resorting to violence."

"They're vicious brutes, darling." Rarity said. "They've resorted to a life of crime and became just that as a result."

Fluttershy nodded and looked down. "Yeah…"

They all paused for a moment. "Come on. We need to get moving." Rarity said.

They continued down the road as far as they could until they reached where the road cut off. Fluttershy flew into the air with Rarity and placed her on top of the building to their left. She did the same with Applejack before they all continued along the rooftops.

They backtracked their steps all the way back to the drawbridge. Fluttershy carried Rarity and Applejack a short distance whenever they needed help. She almost dropped Applejack into the water below when they were crossing a small gap between buildings. She was clearly not as good a flier as Rainbow Dash was, so she was having trouble.

They decided that it would be better if they went east along the boats in the harbor instead of using the drawbridge like before. The area where Nora was supposedly being held was right around there, so that's where they decided to look. Fluttershy carefully carried Rarity and Applejack over in front of the building next to the GCPD building. It was an abandoned toy factory named Krank Co. Toys. It gave everypony the chills, so they decided not to go inside.

Instead, they walked over to the balcony that looked over to the industrial district. There were a few platforms scattered along the water directly in front of them, as well as a large crane that towered above. A small boat was resting in the water directly in front of a warehouse. The warehouse had a small opening near the surface of the water. Rarity double-checked her map. The warehouse was in the highlighted region.

"I'm thinking she might be in that building." Rarity said.

"The one with the big letters on it?" Applejack asked.

"Yes, that one." Rarity confirmed. "I'm not sure, but I have a hunch."

"Welp, only one way to find out for sure." Applejack said.

They were near a platform in the water. There was a chain-link fence surrounding the perimeter and the top to make it into a box. Fluttershy flew out to it to examine it. It looked sturdy enough. She came back and carefully carried Rarity over and set her on the fence. She flew back to Applejack and landed next to her.

"Hang on a second, Applejack." Fluttershy breathed. "I need to catch my breath."

Applejack nodded and put a hoof on her. "Don't worry, sugarcube. Take your time."

She breathed a moment longer before she shook herself. Applejack smiled and Fluttershy carried her over to join Rarity. They all turned and looked out toward the warehouse. There was a small barge directly in front of it.

They took it like stepping-stones. Fluttershy took a deep breath and proceeded to pick up Rarity. She slowly flew her over to the end of the barge and set her down before she started panting.

"Fluttershy, are you alright?" Rarity asked.

Fluttershy panted for another moment. "I… I'm fine it's just that… I'm so tired…"

Rarity looked at her sympathetically. "Oh darling, I know you are. We all are." She looked into her eyes. "But listen. This is the very last thing we need to do here. After this, we can go back home and rest all we want to. This is the final stretch, Fluttershy."

Fluttershy closed her eyes and nodded. "O…kay…" She put on her best smile. "Lets do this."

Rarity smiled and hugged Fluttershy. Fluttershy released and flew back into the air toward Applejack. Rarity watched her fly away and grab Applejack. Once they made it over, they all turned and walked to the edge of the boat.

"I'm fairly certain that Nora is just inside there." Rarity said.

"Only one way to find out, Ah guess." Applejack said.

"Don't worry. I have a good feeling about this." Fluttershy said.

As they walked toward the edge of the boat, they passed a small hatch in the floor. Normally, they would turn a blind eye to it, but something about it really intrigued Applejack. She stopped and stared at it for a moment.

"Are you alright, Applejack?" Rarity asked.

Applejack blinked. "Hmm? Oh. Yeah, Ah'm fine. Just a weird feeling Ah got."

Rarity and Fluttershy looked at each other and shrugged. Applejack walked toward them, giving one last look at the hatch before looking back to the opening underneath the warehouse.

"It looks like some sort of dock for boats." Rarity said.

"They must've used these boats for deliveries." Applejack added.

There was a small platform on the back wall inside the hole with a door on the left. Fluttershy flew forward a little bit to investigate it further. Nothing seemed out of the ordinary.

She flew back. "Everything seems okay."

Applejack and Rarity nodded. "Okay then. Lets get in there." Applejack said.

Fluttershy picked Rarity up and flew her toward the platform. She set her down carefully and flew back to Applejack. Fluttershy slowly carried her over the body of water toward Rarity. About three fourths of the way there, her grip slipped and she almost dropped Applejack. She reflexively reached down and snatched her hoof again as tight as she could. Rarity reflexively used her magic to surround Applejack in a blue aura of magic to keep her from falling.

Applejack breathed heavily for a moment until Fluttershy set her down next to Rarity. "Whew! That was close!"

"I'm so sorry, Applejack! I didn't mean to!" Fluttershy apologized.

"Don't you worry, none. Ah know it wasn't on purpose, and Ah'm fine! No need to be upset, sugarcube." Applejack replied.

She gave Fluttershy a hug and faced the door. "Now, lets get in there."

They opened the door and walked inside. They shut the door behind them and looked around. They were in a tiny room filled with rusty pieces of metal, old wood, and other things that made them all nauseous. It looked like this room was a dungeon from its apparent neglect in care.

"So how we gonna decide who keeps the ice cube?" A voice asked.

They went silent and listened. Above them, a few inmates were talking to one another.

"I want her. It's my turn. You always get your turn."

They spotted a ventilation shaft near the ceiling. They quietly walked toward it and one by one made their way inside.

"How about rock, paper, scissors?"

They quietly snuck through the shaft. Rarity counted three inmates in front of them in a circle. As they got closer to them, she turned around to see a large blue container surrounded by machinery and three other inmates trying to break it open. One of them had a blowtorch while another was banging it a large lead pipe. Each of the inmates was armed with some sort of weapon. Two of them had armor on. If they did go head to head with these guys, it would be extremely difficult for them.

Then, a brilliant idea came to Rarity. She was well aware that her magic was nowhere near as powerful as Twilight's, but she could levitate any number of objects really well.

"Okay… Ready?" Applejack whispered.

"No. Wait." Rarity whispered back. Her horn started to glow and a grin appeared on her face. "I have an idea."

She turned her attention back to the inmates in the room. She noticed a box of guns that was by the main door. None of them noticed that one of the guns slowly lifted itself out of the box on its own. Rarity pointed the barrel toward the ceiling and pulled the trigger.

The room was filled with loud noise and sparks flying everywhere. The inmates all dropped to their knees and scrambled for cover as fast as they could. They ran into each other and screamed loudly as the gun continued to fire on its own. Another gun lifted out of the box full of guns at the other end of the room and pointed toward the ceiling as well.

Now there were two guns firing themselves simultaneously on their own in the room. The inmates went crazy. They all screamed and panicked as the guns began to dance in the air as they continued to fire. The first gun near the door finally ran out of ammunition. Rarity dropped it and grabbed another gun from the box and fired into the air again.

Every inmate was on the verge of tears as they continued to scream obscenities and tremble with fear. Finally, they stopped firing and pointed the smoking barrel at the group on inmates. Three more guns floated out and also pointed at the group. They all clicked at the same time as they all reloaded.

The gun barrels barely moved to the right and they all fired at the ground next to the inmates. They all panicked and ran as fast as they could out the front door. The guns floated outside after them and fired multiple rounds into the air until they were empty. The guns floated back inside and the door slammed shut.

Once the door was shut and locked, all three ponies opened one of the metal grates in the ventilation shaft and threw themselves onto the ground in an uncontrollable fit of hysterical laughter. All of their ears were ringing, but they didn't care at this point. Rarity had just done the funniest thing each of them had ever seen, and they were going to enjoy it.

"Rarity," Fluttershy wheezed. "You're brilliant!"

Applejack could hardly breathe. "Oh, Celestia… my sides hurt so bad!"

They all continued to laugh as hard as they could for a good five minutes. Eventually, they calmed down and began to breathe again. They slowly got to their hooves and wiped their tears away as they calmed down. They turned around to see a cylindrical device hooked up to a series of machines and technology. Inside the device, they saw a beautiful woman completely frozen in a block of ice.

"I think we found her." Rarity said.

"Is she safe in there?" Applejack asked.

"Victor said she froze her, so I think she's safe." Fluttershy said.

Applejack nodded. "Okay, if you say so."

"Lets get back to Victor and let him know that she's alright." Rarity said.

"Okay. Lets go back the way we came in case a few inmates decide to come back." Applejack said.

Rarity nodded and ran back to the door. She levitated a gun up to the door handles and slit it in between the doors, giving it another makeshift lock for extra security.

Applejack nodded. "Good call, Rarity."

"Thank you, Applejack." She replied with a smile.

Applejack opened the metal grate in the floor and held it open for Rarity and Fluttershy before she crawled into ventilation shaft after them. They jumped out the hole at the end and opened the door.

After they made their way over the water and back to the toy factory, they finally made their way back to the GCPD building. They walked up the stairs and walked around the building to the back entrance they had last used. Rarity recalled that the main entrance had been completely sealed off in ice.

She led them along the balcony and toward the stairs that descended toward the water. The ledge had been destroyed, creating gap between them and the door to the GCPD. Fluttershy carried them over to it and they walked inside the building. As soon as they shut the door, they began to shiver. Applejack and Fluttershy shivered more than Rarity, but she was still extremely cold.

"Oh C-C-Celestia!" Applejack shivered. "Y-Ya'll were s-s-stuck in here?"

Rarity nodded. "Yes. I had to f-fight Victor with B-Batman last time I w-was here."

"Oh g-g-goodness." Fluttershy shivered.

They turned left and slowly walked down the stairs to the left. They made it into a hallway with the same metal door still halfway open. They all crouched and walked through with ease. They continued down the hall a little ways before turning right into the large room.

Rarity walked through first and turned left. Freeze was crouching on the ground with his back to them behind his desk. Rarity gulped and slowly walked around to face him. The glass on his helmet was still broken. He finally noticed her and looked at her with sadness and hope.

Rarity stopped walking and thought for a moment. She didn't want Freeze to think that Batman had ignored Freeze's request. She decided to tell him what happened in her own way.

"We found her, Freeze. She's safe." Rarity said.

Freeze's expression changed. "Nora! Where is she?"

"She was locked up in a warehouse by the Arkham Docks. We helped Batman rescue her. He told us to come back to tell you while he dealt with Joker. She's safe, Victor. You can go to her." Rarity explained.

Applejack and Fluttershy glanced at Rarity after she told her fib. Rarity shot them a glance that said, "I know what I'm doing."

Freeze closed his eyes and relaxed. "Thank you all so much. I doubted you. I'm sorry."

Rarity smiled. "Don't worry about it, Victor."

Freeze turned to look at Fluttershy. "Fluttershy! You're all right!"

"Y-Yes I am." Fluttershy nodded. "I-I also heard th-that y-y-you had a little disagreement w-with B-Batman and my friends the last time they w-were here."

"Yes. No doubt that they shared that with you." Freeze looked sorrowful. "You must understand, however. Nora is everything to me. Once I heard that The Clown had her, I had to try everything I could to get her back. I never wanted to hurt anyone, but my anger clouded my judgment. Your friends were with Batman every step of the way. They just happened to be caught in the crossfire. For whatever its worth, I am truly sorry. To all of you."

Fluttershy looked at him for a moment, disappointed. Finally, she nodded again and smiled. "Apology accepted, Victor."

She approached him and wrapped her hooves around his waist in an awkward hug. Freeze smiled at her as she released.

Applejack cleared her throat. "Uh, beg pardon?"

Everyone turned to her as she started to walk toward Freeze with a small smile. "Ah've heard tons about you, but we haven't been properly introduced yet."

She stood in front of Freeze and smiled. "Ah'm Applejack!"

Freeze looked at her curiously for a moment before he gave a small grin. "Victor Fries. A pleasure."

"The pleasure is mine!" Applejack said.

They all chatted for a moment before Freeze finally got to his feet. "It has been a pleasure, but I must get to my wife. She needs me as much as I need her."

Everypony nodded. "We understand." Fluttershy said.

"You all saw her, yes?" He looked into the air, lost in his mind. "Was she not beautiful? Like a flower frozen in time." He breathed.

"Yes. She was very beautiful." Fluttershy said.

"Please promise us that you'll fix her soon, Victor. You simply must quit this life. You're much a better person than this." Rarity said.

Freeze shook his head with wonder and amusement. "I still find it difficult to believe that you are real. There is no scientific explanation for you being here before me, yet here you are."

"Science alone did not bring us here. Magic was also a key factor." Rarity said.

Freeze exhaled slightly and smiled. "Yes. If only." He said to himself.

Fluttershy felt so sad for him. She thought for a moment before she stepped forward. She looked at Freeze with complete seriousness and sincerity.

"V-Victor?" She gulped. "Would you… Would you like to come with us? To our home?"

Rarity and Applejack shot her a look like she was insane. They couldn't reply. Neither could Freeze. He just stood there, staring at her.

Fluttershy continued. "I'm sure you would be welcome there. Everything is peaceful, everypony is very nice and neighborly, and our ruler, Princess Celestia is very kind and very powerful. If we told her that we knew you, then I'm sure she could help you with anything you needed. She could even cure your affliction. Nora's too if you asked."

"Fluttershy?" Rarity whispered.

"What are you doing?!" Applejack whispered.

Fluttershy ignored them and continued to look at Freeze. "Well? Would you like to come with us?"

Freeze stood there for a moment. The gears in his head were turning as he considered Fluttershy's offer. "Your world?" He asked.

Fluttershy nodded. "Our world. Equestria."

"Equestria…" Freeze repeated. He looked down at his hands. He made a pair of fists before putting them down to his sides. "Honestly Fluttershy, I would love nothing more. Another chance at life, a chance to have my affliction cured of me once and for all, Nora by my side alive and well, it sounds like absolute paradise."

Fluttershy noticed that Freeze was not smiling. "What's wrong?"

Freeze looked up to her. "I cannot go. There is no possible way that Nora could come with me if I agreed. I'm afraid I must remain here. Nothing is more important to me than my beloved Nora."

Fluttershy lowered her eyes. "A… Alright. I understand, Victor."

"However," Freeze continued. "Believe me when I say to you that I would enjoy nothing more than to go along with you to your world, had the circumstances been different. But, what's done is done, I'm afraid. I'm sorry."

Fluttershy nodded. "Its alright, Victor. Really. There's no need to apologize."

There was a short silence as no one said anything to one another for a moment.

"Well… I suppose… this is goodbye." Rarity said.

Freeze nodded. "I suppose it is."

The three ponies approached Freeze and they all gave him a tearful goodbye hug. They all wrapped their hooves around his waist. He returned the embrace as much as he could without hurting them while trying to contain his own tears.

They all released him and began to walk to the door. Fluttershy turned around to face Freeze one last time. "Goodbye, Victor. I'll never forget you."

Freeze looked back at her and gave a smile. "Goodbye, Fluttershy. Thank you so much for everything."

Fluttershy let a final tear fall from her cheek before she turned away from Freeze for the last time.

They slowly made their way back to the mainland. They used the same route they had used to get there. Fluttershy helped Applejack and Rarity in places that they needed help in until they eventually got back to the church.

None of them said anything as they slowly walked back to the main entrance. They all felt sad, Fluttershy especially. They had no idea why they weren't happier. They should've been giddy with excitement. They were going home.

Rarity noticed Fluttershy's extremely grim expression. "Darling, its okay. You did nothing wrong."

Fluttershy sighed. "I know. I just wish we could do more for him. He's been through so much, no one here likes him, and he deserves a break."

Applejack walked beside her. "Its okay, sugarcube. Some things just weren't meant to be. No matter how sad things get, you just need to accept 'em and know that you did all you could do."

"I guess…" Fluttershy said.

Rarity and Applejack looked at each other sorrowfully. They all continued walking down the street. They turned left into an alleyway just in front of the courthouse and walked down it.

"Wait a minute." Applejack said, stopping.

As they approached the street beyond, she heard something. It sounded like chanting. They all cautiously continued to the end of the alleyway and looked left. She saw the theatre at the end of the road with multiple clown thugs surrounding the entrance. They all had their arms in the air and were chanting.

They slowly moved closer to the group of thugs. They were all chanting Joker's name over and over again. They all seemed very excited. The ponies cautiously moved behind some cover to get a good look at the theatre doors. The sign on the theatre read "Joker The Immortal."

They looked at each other with worried expressions before the door to the theatre opened. The thugs' chanting continued for a few moments before it started to die down. They all put their arms down and slowly moved backwards away from the entrance. The ponies tried to get a view of what was there, but there were too many thugs in the way.

Finally, the last thug moved out of the way and the ponies could see what was happening. They all gasped in absolute shock when they saw who was walking out of the theatre.


	23. Finale

Rainbow Dash flew up into the air as quickly as she could. She had just seen Batman grapple up to the rooftop not a second ago, but he was gone in less than a second. She looked around below to see if she could spot him. The ground didn't get much light and Batman was wearing all black, making him nearly impossible to spot.

She flew toward the theatre and continued looking left and right for him. She had to try and help him save Talia from Joker. If this really was the final battle, then he would've pulled out every last one of his tricks for Batman. He was going to need all the help he could get.

Her earpiece clicked. _"All air units report in. Cease attack and return to base immediately. Repeat, return to base immediately."_

She gave a small grin. They had done it. Protocol 10 was officially shut down and the TYGER forces were leaving for good. She looked up and saw the final helicopters flying away toward the GCPD building.

"Finally. Its all finished." She breathed.

She turned her attention to the theatre a few streets away and slowly flew toward it. She continued to scan the ground below to try and spot Batman somewhere, but she still couldn't see him.

She finally reached the airspace directly above the theatre. She looked down and saw Joker walking in circles around Talia. She was on her knees and had her arms behind her head. Joker was holding a gun and a microphone.

_"Where are you, Batman?" _Joker asked on the microphone. His voice echoed through the city streets.

Rainbow glanced around the area surrounding the theatre. On the roof were two snipers just keeping their laser sights on Joker and Talia. Two more laser sights came from either side of the street just keeping a constant watch. Rainbow turned back to the rest of the street. She counted seven more laser sights crisscrossing with one another all down the street.

"Woah." Rainbow breathed. "Yeah, we're gonna definitely need some help."

Rainbow flew back over to the portal as quick as she could. She dove down and landed right in front of Twilight.

"Rainbow? Are you okay?" She asked.

Rainbow nodded. "Yeah I'm fine, but we're going to need your help."

Pinkie walked over beside Twilight. "Help with what?"

"I just took a look over at the theatre. There are tons of snipers all over the place guarding Joker and Talia from every direction." Rainbow said.

Twilight and Pinkie looked at each other and nodded. "Okay, we'll be right behind you." Twilight said.

"What about the portal?" Pinkie asked, motioning toward the large white orb behind her.

"Don't worry. I saw a protective spell in my book that should keep it safe from anything." Twilight replied.

She turned around and faced the portal. Her horn began to glow and she focused. The portal slowly began to illuminate and disappear right before them.

"Where did it go?" Pinkie asked.

"Its still here." Twilight said. "I used a spell from the book's section on reality bending spells. I made the portal be just a second out of sync with the rest of the universe. The portal is now in its own little private section of time and space, just barely on the edge of reality. In actuality, it is still here but it isn't here at the same moment. All we're going to have to-"

Rainbow growled and pressed her hooves into her ears. "English, please!"

Twilight glanced back at Rainbow and Pinkie. Rainbow was on the ground with her eyes shut and her ears plugged, while Pinkie just stared at her in bewilderment.

"Uh… Its invisible." Twilight concluded.

"Thank you!" Rainbow cried, getting to her hooves. "Was it so hard to say that?!"

Twilight rolled her eyes and turned around. "I guess not."

Pinkie shook her head and smiled. "Okay! Lets get over there and help Batman!"

Rainbow and Twilight nodded. They all gathered up what they had around them and started running toward the theatre.

"Where's Applejack?" Rainbow asked.

"She said she was worried about Rarity and Fluttershy going off by themselves so she went with them. Just to make sure they were okay." Twilight replied.

Rainbow nodded and continued flying down the alleyway. Twilight and Pinkie followed right behind her.

After making a few lefts and rights, they came to the street. Rainbow cautiously looked around the buildings and rooftops for any snipers. She couldn't see the snipers themselves, but she did see two laser sights crossing each other in the air as they scanned the area.

_"Where are you, Batman? I've got your premier ticket right here in my pocket! Its right here, next to the gaffer tape and the pliers." _Joker called.

Rainbow looked around another moment before turning around to Twilight and Pinkie. "Okay. I'm gonna clear this rooftop of this sniper, then bring you two up."

"Okay." Pinkie said. "Be careful, Dashie."

Rainbow nodded and slowly flew up the side of the building toward the rooftop. She carefully peered up over the ledge to try and spot anyone. A short brick wall separated her from the sniper on the roof. She climbed up and crept around the backside of the wall. Turning the corner, she saw the sniper with his gun pointed at the building on the opposite side of the street.

Rainbow took a deep breath and snuck over to him. She reached up and wrapped her hooves around his mouth. He flailed his arms wildly and fell backwards, landing on Rainbow. She grunted, but her grip stayed firm. The snipers flailing continued for a moment before he died down and went limp.

She pushed him off of her and tried to catch her breath. After a moment, she got to her hooves and popped her neck. She flew into the air and back down to the ground by Twilight and Pinkie.

"Okay, this rooftop is clear." Rainbow said.

She grabbed Pinkie and quickly carried her to the top of the building. Once they reached the top, Twilight had already teleported there and was scanning the area around them.

"There are three snipers on the other side of the street." Twilight said. "I'm not sure about this side."

"I think there are three more on this side too." Rainbow replied, setting Pinkie down.

"How are we gonna get them all?" Pinkie asked.

"We wont. Batman should already be here. Maybe he's already taken a few snipers out." Rainbow said.

Just then, they saw some movement on the building opposite of them. They saw the snipers silhouette flailing his arms wildly against a dark figure. After a moment, he stopped and dropped to the ground. The dark figure ascended to the rooftop of the building to the right.

"There he is!" Pinkie said.

They saw him get to the rooftop and crouch over to the other side directly over the next sniper on the other rooftop. He stayed still for a moment before he dropped off the building and landed behind the sniper. He quickly incapacitated the sniper and vanished behind a wall.

"Come on! He's making his way over there and we need to be right with him!" Rainbow said.

They ran along the rooftops toward the theatre. They jumped over alleyways and over any obstacles in their way. They approached a tall building with no way around it. Rainbow grabbed Pinkie, and flew up into the air over the building. She started to descend when Twilight appeared right below them. They landed beside her and continued toward the theatre.

_"Why are you taking so long, Batman? Oh, hold on! I get it. You want me to off this annoying woman, right?" _Joker laughed. _"I mean she does go on a bit with all that 'I am the great blah blah' mystical mumbo-jumbo! HA HA HA! I'll tell you what. I'll do it, but you owe me. Okay?_

They turned a corner and stopped. Batman had already been here. One of the snipers was unconscious, lying face-down on the ground. They ignored him and continued toward the theatre. They caught a slight glimpse of Joker walking around Talia with his gun and microphone.

They slowed down as they turned another corner. Directly in front of them were the two snipers guarding Joker from on top of the theatre. Twilight stepped out and crept toward them as quietly as she could. She used her magic to levitate them both and knocked their heads together. They both cried out in pain and fell to the ground.

Pinkie and Rainbow walked over to Twilight. Pinkie noticed Joker look around suddenly and grab the back of Talia's collar. He dragged her to her feet and led her toward the entrance of the theatre.

_"I'll see you soon!" _He giggled. _"Byeeeee!"_

Below, two more snipers came out of either alleyway by the theatre and took aim at the environment. Out of the corner of her eye, she saw some movement on the rooftop to her right. Batman was quickly approaching the edge above the sniper in the alleyway.

Pinkie turned heel and ran to the edge of the roof on her left. She looked down to the ground at the sniper. He was standing with his back to her at the mouth of a narrow alleyway. She crouched and leapt off the edge toward the lower wall. She jumped off the wall and onto the wall opposite her. She continued to jump down the wall closer and closer to the ground until she landed silently behind the sniper.

"Excuse me? Hello!" She called.

The sniper whipped around and looked at Pinkie. She was sitting on her haunches with her hoof in the air waving at the sniper and smiling.

"What the-?!" The sniper shouted.

He stumbled backwards and fell to the ground. Pinkie saw the other sniper set his laser sight on her. Instead of running, she looked to her watch.

"3… 2… 1." She counted down.

Once she reached "1", Batman reached around the sniper and choked him into unconsciousness. Pinkie giggled and looked back at the sniper next to her. He was just getting to his feet.

Pinkie felt her tail twitch. She glanced at it for a moment before looking back at the sniper. She stepped to the side just before Rainbow came crashing down into his head. Twilight fell and landed on the ground right where Pinkie was sitting just a second ago.

"Oww…" Twilight groaned.

"Hi Twilight! Hi Rainbow!" Pinkie greeted cheerfully.

Rainbow jumped off the sniper and over to Twilight to help her up. "Are you nuts, Pinkie?! What do you think you were doing?!"

"Well, I knew that Batman was going to get that sniper over there," She pointed over to the other alleyway where Batman was now standing. "And I saw this sniper here. I knew that he was going to try and shoot Batman, but he would've gotten away in time and then the sniper would've been scared because Batman's scary, so I decided to put my own little twist on things and scare him first!"

Twilight and Rainbow blinked. "What?!" Rainbow demanded, her voice cracking.

"You're crazy, Pinkie!" Twilight said.

Pinkie held up her hoof. "I am not crazy, I'm just ahead of the curve!" She said with a wink. "This isn't important right now. What is important is helping Batman save Talia and stop Joker!"

She bounced over to Batman, leaving Twilight and Rainbow in the alleyway alone.

"See? Crazy!" Twilight said to Rainbow.

"I know!" Rainbow said with a groan. "Come on, let's get this over with so we can go home."

They joined Batman and Pinkie in front of the theatre. Batman simply glanced at them for a moment before he made his way toward the door to the theatre.

"We're all here if you need us, Batman." Rainbow said.

Batman grunted, but did not stop walking. He opened the door and stormed inside. The three ponies went inside right behind him. Twilight slowly shut the door and turned around.

The inside of the theatre was an absolute wreck. They didn't expect anything different though. There were stumps of chopped off wood sticking up in the ground where the chairs used to be. The chairs themselves were stacked in huge piles in each corner of the room. The room's architecture suggested that this theatre had once been very posh, fancy, and had a very good reputation. Although the room was a wreck, the old stories carved in the banisters and the walls remained.

Directly in front of them, they saw Joker standing on a stage. The wall behind him had the words "THE TERROR" projected on it. Talia was tied op right behind Joker. Batman, Pinkie, Rainbow, and Twilight all stepped out in the middle of the room and waited.

Joker turned around to face them. "Hurry up and take your seat, Batman." He stepped out of the way and revealed Talia to them. "The show's about to begin!"

He stepped behind Talia, pointing his gun at her head. He kicked the back of her legs and she buckled to her knees. Batman stepped closer.

"Let's just talk about this." He said.

Joker gave a taunting giggle. "Now you want to talk?" He crouched to the ground beside Talia, touching the barrel of the gun to her head. "Too late, Batman."

Batman stood his ground while the ponies all braced themselves for the worst thing to happen.

"Give me the cure!" Joker ordered.

Batman stepped forward. "But you've already got the cure!"

Before Joker could reply, Talia broke free and elbowed the gun out of Joker's hand. She grabbed his arm and twisted it while simultaneously grabbing the hilt of the sword around Joker's waist and unsheathing it. She placed it at Joker's spine.

"Talia, no!" Batman screamed.

Talia ignored Batman and shoved the sword through Joker's chest. Joker gave s shocked exhale as he stared at the blade. Talia kicked Joker and he fell off the stage, landing on his chest. The sword was left sticking out of Joker's back. He was dead.

"Oh my gosh…" Twilight breathed.

"He's… He's dead…" Rainbow said.

Pinkie just continued to stare at Joker's body. Talia jumped off the stage and walked toward Batman, rubbing her hands together.

"Problem solved." She said, walking past him.

Batman took his gaze off Joker's body and glared at Talia. "You didn't need to-"

"Why?!" Talia demanded, whipping around. "You would never do it, you left me no choice."

"There is always a choice." Batman said.

Talia walked toward him, reaching behind her. "I had to save you." She produced the remaining vial that Freeze had locked in his safe. "Harley Quinn stole it for him, I took it back."

Batman looked at vial for a moment longer before turning away. He walked over to Joker's body and crouched beside it. Talia walked over beside him and placed her hand on his shoulder.

"It's over." She said.

Pinkie shook her head. None of this made sense. It was too easy. Joker looked like he had been completely cured of all his sickness, yet the cure was completely untouched. Talia had stolen it back from Harley before she even gotten it to Joker.

"No…" Pinkie said quietly. "Something isn't right."

She could see Batman's gears spinning in his head as well. He was thinking the exact same thing. She knew that Joker was the kind of person that loved to put on a show. She was exactly like that. It had to come to a giant climax or else it wasn't fun for anyone. Joker dying right here is about as un-climactic as you can get.

A thought entered her head. She closed her eyes remembered the first time she encountered Joker. He was on the phone with someone.

She could hear his voice as clear as day in her head. _"So how do you keep a secret from the world's greatest detective? Well do you know? You stick it right in front of him, right under his long pointy nose, and wait!"_

Another thought entered her mind. Two of the clown thugs had talked to her right after she talked to Joker. _"Joker wants you to think he's sick then wham! Gotcha!"_

Multiple scenarios were running through her head a mile a minute. Everything she had ever done, seen, and heard was playing back in front of her eyes again. She thought of the time she made multiple clones of herself and nopony could tell who the real Pinkie Pie was. She had fooled everypony in Ponyville.

She also thought of the time she used a Fluttershy costume at the Crystal Empire to go undercover. She fooled Twilight into believing that she was actually Fluttershy.

The last thing she though of was Queen Chrysalis. She had completely changed her appearance to look like Princess Cadence at the wedding.

An image of the changeling came to her mind. Chrysalis was standing in complete darkness. She slowly turned toward Pinkie Pie and grinned. Suddenly, her head began to change. She now had green hair, a white face, and blood red lips that curled into a sadistic smile.

Her face and her voice were the spitting image of Joker's. _"You fell for the old 'fake Joker' gag, Batman!"_

The visions vanished and Pinkie opened her eyes in horror. "Oh no…" She breathed.

Batman shot to his feet and whipped around. "TALIA!" He screamed.

They all heard a gunshot echo through the room and dust fly everywhere around Talia. She gasped and arched her back in shock. She started to fall forward, but Batman caught her. Twilight and Rainbow ran to Batman's side while Pinkie turned around to the balcony above the entrance. An evil clown chuckle echoed through the room after the gunshot dissipated.

"I… I'm sorry, beloved… I didn't know…" Talia breathed.

She took one final look into Batman's eyes sorrowfully before her eyes closed and her body went limp. The vial she was holding rolled out of her hand and landed beside the Joker's body.

The laughing was coming from behind them. "Encore!" Joker called. "More! Bravo!" He came into the light and started wheezing.

Pinkie recognized him as the real Joker: the sick Joker. He had gotten much worse. More of his flesh was showing on his face and his green hair was more than halfway gone. His eyes were extremely bloodshot. He looked very weak.

Batman turned around to face him. "It was never you…"

Joker continued laughing and wheezing. "Not always! Well, sometimes." He coughed again and rested on his arms. "Confusing, isn't it?"

He started waving his gun around, motioning as he spoke. "I know I'd want to know just what the hell is going on if I were you." He started giggling and coughing again. "Let's just say, in times like these, its important to keep up…" He started coughing violently. "…appearances." He wheezed with a bloody smile.

He stood up as straight as he could. "But first, if you would be so kind." He slowly raised his gun and pointed it at Batman. "Hand. Over. My. Cure…"

Batman carefully set Talia on the ground next to Rainbow and Twilight before getting to his feet. They both started examining Talia and checking her.

Suddenly, the fake Joker's eyes shot open. His hand slammed on top of the cure and he gripped it. He started to get to his feet. At the same time, his arms began pulsing. His white gloves turned to a sickly shade of tan. He slowly started to arise, the tan color spreading up his arms. He gave a deep grunt as he slowly brought one foot up and stomped it on the ground. His foot vanished in a pile of rough-looking sludge that seemed to get bigger.

"Ladies and Gentlemen…" The real Joker announced from behind them.

Pinkie and Batman slowly backed up. Rainbow and Twilight also began to back up with Talia as the fake Joker slowly stood up, the sword still protruding from its back. With every little movement, it turned more and more into a monstrous version of the Joker.

"…for one night only, standing in for yours truly, and doing a damn fine job of it…" Joker continued.

The fake Joker thrust its arm out and it completely turned into a giant, tan, rough appendage with claws. It began to ripple and pulse everywhere. All that was left that looked like Joker was its head.

"…I give you…"

Its head began to ripple and pulse until it faded and contorted into a stump with two eyes and a set of sharp teeth.

"…Clayface!"

Clayface roared and glared down at Batman. He was at least as big as Solomon Grundy was if not bigger. Batman stayed where he was and glared back at him.

"You weren't even supposed to be in here, Karlo. Why sign up with Joker?" Batman demanded.

**"Easy…" **Clayface growled. His right hand molded into the shape of a massive hammer. Clayface looked down at Batman. **"The role of a lifetime!"**

He brought the hammer down toward Batman. He rolled backwards out of the way and got to his feet. Clayface laughed hard and his arm turned back to normal.

"One. Last. Chance!" Batman warned.

"Oh lighten up, Bats! The final act's just starting!" Joker called from above. "And it's a doozy…"

Pinkie glanced at Twilight and Rainbow. They were busy carrying away Talia's body on stage. She turned her attention to Clayface. Batman pulled out a freeze grenade and threw it at Clayface. It vanished inside him, turning a small portion of him blue. Clayface looked down and back up at him.

**"Let's do this!" **He brought his arm back and punched the ground in front of Batman.

Batman dove to the left and got to his feet. Clayface had brought his other arm back and stretched it out to punch the ground where Batman was now standing. Batman flew backwards and landed in a pile of rubble.

"Hey! Leave him alone!" Pinkie ordered.

She charged at Clayface as fast as she could. He turned to her just as she plunged her hoof into his leg. Her hoof got stuck. She jerked and tugged it as hard as she could, but her hoof stayed lodged inside his leg. She looked up at Clayface with a nervous smile. Clayface reached down and grabbed Pinkie in his massive hand.

"Let me go! Put me down right now!" She screamed.

Clayface brought her up to his eye level and stared at her for a moment. Batman began throwing freeze grenades at him again. Clayface glanced at Batman and back at Pinkie Pie. He brought her back behind him and threw her at Batman as hard as he could. Batman dove out of the way while Pinkie flew past him and landed in a pile of wreckage behind Batman.

She tumbled and fell down to the ground. She was covered in scratches and was bleeding in many parts of her body. She weakly looked back up to see Twilight teleport over to her from the other side of the room.

"Pinkie! Oh my gosh! Are you okay?!" She pled.

Pinkie could hardly move. She looked at Twilight for a moment before she opened her mouth. "Hm… I… I'm…okay…Twilight…" She wheezed.

Twilight's eyes widened. She put her hooves to Pinkie's cheeks. "Hey. Look at me, Pinkie. You're going to be just fine. I promise."

Pinkie smiled. "I…know… Just… just beat this guy… so we can go home…"

Pinkie shut her eyes and went unconscious. Twilight worked quickly. She teleported both of them over to the stage and carefully set her out of harms way. She then took a close look to what was wrong with her. Apart from the multiple physical injuries she had, Pinkie had broken a few ribs, and two of her legs. She was out for the rest of the fight.

Twilight got up and faced Clayface. Batman was throwing freeze grenades at him while Rainbow was flying around trying to distract him. Clayface reached out to grab her a few times, but Rainbow always evaded him.

Twilight noticed that Clayface was moving more sluggish than usual. His tan color was now more a faded gray. With every time he absorbed one of Batman's freeze grenades, parts of his body glowed blue for a second.

Somehow, he managed to get a lucky hit at Rainbow Dash and she fell to the ground at his feet. Clayface towered over her and molded his fist into the shape of a hammer. He was about to bring it down on her when his movements slowed down significantly. He continued to get slower until he froze right where he was.

Rainbow looked up to see him completely still. He was now blue instead of tan. To her right, Batman charged at Clayface and climbed up his leg like he was a rock formation.

"What are you doing?!" Joker cried from above.

Batman ignored him and continued to climb up his back until he made his way to Clayface's back. Batman grabbed the sword that was still lodged in his back and yanked it out. Clayface's massive frozen body dropped to his knees.

"That's cheating!" Joker yelled.

Rainbow quickly got to her hooves and ran away from them. Batman began swinging the sword wildly at Clayface. He gave a few swings before he sliced his chin open and plunged the sword into his back again. Rainbow barely caught a glimpse of the cure in Clayface's mouth.

Batman did a backflip off him and landed in front of the screen. Clayface quickly thawed out and turned around to face Batman. Rainbow flew next to him and glared at Clayface.

Clayface roared and started spinning in circles. He went faster and faster causing multiple chunks of him to fly in every direction. Batman dove out of the way of the chunks while Rainbow expertly evaded them in the air.

Clayface finally stopped spinning and brought his fists back behind him. They turned into large metal balls with spikes on their surface. He leapt into the air toward Batman and brought them down on the ground. Batman dove out of the way just in time and quickly got to his feet.

Twilight stood strong on stage and began to fire a long burst of blue magic from her horn at Clayface. He slowly stood up to face Twilight and brought his arm back.

Rainbow flew in front of his face. "Hey ugly! Over here!"

Rainbow taunted him until he swatted her out of his face like a fly. Rainbow flew out of the way.

"Oh come on! You can do better than that!"

Clayface turned around and started swinging at her in the air. Rainbow chuckled and dodged every single time.

"I guess the first time you hit me was just dumb luck, huh? HA! What a loser!"

Clayface roared and started swinging faster and faster at Rainbow. All while Batman and Twilight were busy filling him up with freeze grenades and ice magic.

Eventually, Clayface couldn't keep up with her in the very least. His tan faded and was replaced by icy blue-gray. He was frozen where he stood all over again.

"You're supposed to be killing them, remember?!" Joker yelled.

Batman charged at Clayface and climbed up on his back again. He grabbed the sword and jumped off his back. This time, Clayface was completely frozen all the way through. Batman swung the sword over and over again at him. Bits and pieces of his hand began to fall off with every swing. Anywhere Batman swung, that part of Clayface was chopped off until he was nothing but a pair of massive legs.

"Find the cure!" Rainbow said.

Her and Twilight began rummaging through the pieces of Clayface that had fallen off. He had absorbed the cure inside him. Batman continued to swing his sword at what was left of Clayface while they searched.

"You're making me late for my spa treatment!" Joker said.

Everyone stopped what they were doing and looked up at Joker.

"I mean it's not like you have a girl to save anymore, is it?" He threw his head back and gave a wheezy laugh. "Oh! I'm sorry! Too soon?"

Joker pulled out a remote from behind his back and held it in front of him.

"Would a change of scenery help ease the pain?" Joker asked as he pressed the button.

Suddenly, they heard multiple high pitched beeping and several red lights began flashing all around them. Twilight, Rainbow and Batman looked at the floor in confusion for a moment before Twilight realized what they were. The beeping got faster.

"Rainbow! Look ou-"

The ground exploded in a massive fireball. They all shot into the air a few feet before they fell into the newly created hole in the ground. They fell for many feet straight down in the dark until they entered a dimly lit room. They braced themselves for impact. Rainbow and Twilight landed hard on their sides while Batman flipped around in the air just before he landed on his chest.

"Oww…" Twilight moaned.

Rainbow was also moaning in pain. "Ooh man… My… My wing…"

Twilight sluggishly looked up to her right at Rainbow. She was curling into a ball and gripping her wing with tears rolling down her face.

"Rain…bow… Just hang on… We're almost done here…" Twilight wheezed.

She had the wind knocked out of her. She took a second to remember how to breathe before she slowly got to her hooves. She slowly looked around the room. In front of her, she saw a pool of clear liquid that had a red glow coming from inside. Multiple electrical wires were connected to machinery and generators all around them.

"Wha… What is this place?" Twilight asked.

"Ra's Al Ghul's Lazarus pit…" Rainbow weakly replied.

Twilight walked over to Rainbow and helped her up. Her wing was sprained, but not broken. She flapped it a few times to make sure it still worked. They turned around to see Batman slowly get to his feet. The sword had landed just inches in front of his face on the ground where he was laying. He grabbed the hilt and pulled it out of the ground.

A large pile of tan goo dropped from above and plopped down in front of the pit. Clayface had thawed out. Several smaller piles of him plopped down in various places around them and quickly took shape.

They all became sentient and began attacking them from all sides. Batman took a swing at a pair of them and they separated in two halves on the ground. After a second though, they grew back whatever was missing from them, doubling them and making them whole.

Batman and Twilight continued to assault the figures as best they could with ice while Rainbow began to hover around the room much slower than usual. Twilight blasted most away with her magic while Batman chopped them into two. They were very weak compared to the other enemies they had encountered tonight, but they were relentless.

The largest pile of goo at the edge of the pit began to rumble and the massive form of Clayface appeared. He was deformed more than usual. His jaw swung wildly far beneath his head and only one of his arms seemed to be working. He threw an occasional pile of himself at them, but they managed to dodge them.

Twilight began blasting Clayface with ice magic as hard as she could. It seemed to affect him much more now than it had before. After holding her blast for a few seconds, he roared and disappeared into his pile again.

More Clayface clones appeared. Twilight cursed under her breath as she readied herself for another wave. Three came at her all at once. She bit her lip and began to fire her magic in every direction all at once. It did more than take care of them.

They all worked together for a few more moments. Clayface popped out of his pile again and threw another wad of goo at Twilight. She caught it with her magic and froze it in mid-air before throwing it back at Clayface.

It hit him as hard as a freight train. He threw his head back and turned completely blue. Batman threw another freeze grenade in his mouth just for good measure. He groaned as it exploded inside him. The rest of the Clayface clones also froze at the exact same time he did. Clayface moved in slow motion until he was completely still.

"Get the cure!" Rainbow yelled.

She took off toward Clayface. His mouth was open wide to reveal the tiny vial of blue cure lodged in his throat. She eyed it and dove inside his mouth. Clayface began moving again and swallowed her whole.

"Rainbow!" Twilight screamed.

She ran forward and blasted him with magic. Clayface screamed and wailed as Twilight began chopping him to pieces with her magic blasts. Finally, Rainbow exploded out of him and flew into the air. Clayface was left in a smoking pile of goo.

Rainbow landed on the ground covered in Clayface goo. She flapped her wings to get as much of it off as she could. In her mouth, she held the cure. She placed it in her hoof and extended it out to Batman. Batman grabbed it and twisted the lid off. He placed it on his lips and drank half of its contents.

Twilight and Rainbow breathed a sigh of relief when they saw the black veins on Batman's face fade away. He was already looking loads better. Batman rubbed his lips together and placed the lid back on the vial.

"Get out of my way, Bats!" Joker wheezed from above. "I've got a date with immortality!"

The trio looked above them. Joker was standing on a generator directly above the Lazarus pit.

"No! Stop him!" Twilight screamed.

Batman grabbed the sword and threw it into the air. He caught it upside-down and threw it as hard as he could at the generator. Joker ducked and looked at the sword sticking out of the electrical wires. The generator began to groan and creak until the wires suspending it to the ceiling snapped and it fell.

"No! No! NOOO!" Joker screamed.

The generator fell out of its metal casing and swung back toward Clayface. It smacked him square in the head and sent him flying back into the Lazarus pit. Clayface mixed with the Lazarus and started short-circuiting the electrical equipment. Lightning began to spark everywhere before the pit exploded, sending all three onlookers flying backwards.

Rainbow slowly stirred awake. She weakly opened her eyes. Directly in front of her on the ground was the rest of the cure. She slowly reached her hoof out and grabbed it. She shakily got to her hooves and looked around. Twilight was back against the wall to her right, still unconscious, while Batman was directly beside her. He was just waking up.

The room was now dark except for the red light the emanated from the Lazarus pit. Electricity sparked from the right. Everything else was completely silent.

"Quick! The cure!" Joker wheezed from somewhere in the room. "What are you waiting for? Come on!"

Rainbow looked around, but she couldn't see him anywhere. Batman slowly got to his knees, but couldn't seem to bring himself to his feet. Rainbow looked at him for a long time before she stared at the cure.

"I killed the Bat's girlfriend, corrupted your best friend, poisoned Gotham and hell, it's not even breakfast!" Joker giggled before wheezing. "But so what? You're forgiving by nature, plus you've been with the Bat all this time! We all know you'll save me…"

Rainbow continued to stare at the cure for the longest time. "He's told me so much about you; you and your sick, twisted mind. The way you torment and murder others for pure amusement, the way you kill countless people just because you can, and how you twist others' minds into believing anything you want them to."

Joker started to giggle. "You sound just like him! What are you, his biggest fan?!"

Twilight started to stir. She sat up and looked at Rainbow. Batman was looking at her as well. Rainbow continued to stare at the vial in her hoof.

"Every decision you've ever made ends with death and misery. People die, Batman will stop you…" She gripped the vial in her hoof and looked at Batman. "…and you'll just break out and do it again."

Joker started to giggle again. "Think of it as a running gag!"

He flew down from somewhere behind her. He plunged a knife deep inside her front leg and Batman's arm at the same time. Rainbow screamed in pure agony and tried bucked him off her, unintentionally dropping the cure. The vial fell and shattered on the ground.

"NOOOOO!" Joker screamed.

Batman grabbed him and threw him to the ground. He yanked the knife out of his arm and threw it to the side. Twilight was already on her hooves and running toward Rainbow as fast as she could go.

Rainbow was screaming and wailing in pain as blood began to seep out of her wound like water in a faucet. Batman grabbed the knife and yanked it out of her. She sat down on the ground and Twilight started looking at the wound.

Joker rolled over on his arms and knees and scrambled toward the spilled cure. No one tried to stop him, they just watched as he started scooping up some of the liquid in his hands and licking them. Most of the cure had dissolved by now however. Joker didn't give up. He continued scooping up as much as he could for a moment before he realized it was pointless.

Joker breathed deeply and glared hatred at Rainbow and Batman. "Are you happy now?" He growled.

Rainbow sniffed and took a quivering breath. "Do you want to know something funny?" She asked shakily. "After all those people you killed, after all my friends you tormented, and after turning Pinkie Pie against us like you did, I was always loyal to Batman's beliefs."

She took a tentative step toward Joker, who was now on his knees and looking down. "Even after everything you've done, I would've saved you."

He started laughing hard and coughing harder. He looked up at Rainbow with a wide smile and toppled backwards. He rested on his arm and started coughing. "That actually is..." He coughed again and fell to his back. He gave another look at Rainbow. "...pretty funny!"

He started coughing violently before he gave another long laugh. Once his laughing stopped, he took a large breath. Then another. Then three. Then, he started giving short choppy breaths for another second. He sat his head up slightly and barely choked in a breath before he exhaled and relaxed.

His eyes rolled back and the last portion of air left his lungs. Batman took a step forward and crouched beside him. Twilight walked right beside Rainbow and looked at her injury once again before turning back to Joker. Rainbow's gaze never left him.

Batman turned around and glared at Rainbow, expressionless. She closed her eyes and sat down right where she was. It was finally all over. The Joker, the Clown Prince of Crime was dead.

None of them said a word as they approached the theatre doors. Pinkie was waiting for them up above. Twilight informed her of what had happened in a very vague manner. Rainbow said nothing at all. She just continued limping after Batman. Pinkie could easily sense that whatever happened, it was not very happy. She followed after Batman with her two friends.

"Joker! Joker! Joker! Joker!"

There was chanting coming from outside. All the clown thugs must've assumed Joker would win. Twilight opened the doors with her magic and Batman walked through. They all followed him. They watched as the clown thugs, one by one stopped chanting and moved out of their way. Batman was holding the dead Joker in his arms while the three ponies limped behind him.

On their right, they saw Harley Quinn. She gasped and covered her mouth with her hands in shock at what she saw. Pinkie merely glanced at her before she looked away and continued walking. All the thugs simply stood at the front of the theatre behind them and stared at them as they walked away.

On the right, they saw Fluttershy, Rarity and Applejack. They were all just as shocked as the thugs were when they saw Batman carrying Joker through the streets.

"Oh my goodness…" Fluttershy whispered.

"T-Twilight?" Rarity asked.

"Rainbow? What happened?" Applejack said.

Rainbow didn't even acknowledge her. Twilight looked up at her three friends. "Come on, girls. Let's go."

"Where… Where are we goin'?" Applejack asked.

Twilight turned around. "We're going home."

Rainbow continued walking after Batman. She didn't remember walking back to the entrance, all she remembered was looking up after what felt like eternity to see the main entrance to Arkham City.

They were alone, all seven of them. None of the thugs had followed them. Batman stood in front of the main entrance for a long time. The six ponies stood in a line behind him. They just stared at him.

"I guess… this is goodbye." Twilight began.

Batman did not reply.

Twilight stepped forward. "Bruce, I am so, so sorry for what happened to Talia. We all are. He just… He…"

"He had the last laugh…" Pinkie whispered.

They all looked at Pinkie. Pinkie was looking down at the ground. "He had the last laugh. He took away something precious to you. He loves doing that. This time, he did it just before he died."

Batman did not reply.

"It's not fair. Twilight's right. There is no way we can completely say how sorry we are for you, Bruce. You're a great person. You don't deserve this." Pinkie said.

Batman continued to say nothing for the longest time. "Life isn't fair." He finally said. "No matter what, it's never fair. You six didn't deserve to be in here. No one did, but especially you six."

Batman slowly turned his head to look at them. "You should go."

Twilight stepped forward. "What about you?"

"Don't worry about me. I'll be fine." Batman replied.

Twilight was about to protest, but she nodded. "O…Okay…"

Batman turned forward and slowly walked toward the entrance.

"For what it's worth, Bruce." Rarity said. "Thank you for everything."

Everypony else took a turn to thank Batman for everything. Batman slowed his pace, but he did not stop. He didn't even look back.

They watched the massive doors open and Batman walk through the entrance. A multitude of police cars and flashing lights surrounded the area outside, but Batman did not slow down. He walked toward a police car and set Joker's body on the hood. An older police officer said something inaudible to Batman, but he simply walked away from the car and turned a corner.

The six ponies watched him with tears in their eyes. That was the last time any of them would see Batman.

"We should go." Twilight said.

Rarity sniffed. "Yes, we should. Come on, Fluttershy."

They all turned around. Twilight cast the spell on the ground and the portal reappeared. Rarity, Fluttershy, and Applejack all walked inside. Pinkie walked over to Rainbow, who was still looking after Batman.

"Dash? You okay?" Pinkie asked her.

Rainbow didn't reply right away. She blinked a few times and turned around toward the portal. "Yeah… I'm fine…"

Pinkie frowned at her response. She knew she wasn't okay, but there was nothing she could do right now. She turned around and faced the portal. Rainbow slowly walked into the bright light and vanished. Pinkie looked at Twilight, who was waiting for everypony to go ahead of her. They exchanged sad glances with each other before they both stepped inside the portal together and vanished.

After they vanished, the portal began to pulse softly for a moment before it slowly faded away and disappeared. All that remained of the portal was a few magic twinkles of light that hovered in place around the plaza. After a moment, they too, vanished completely.


	24. Paradise

Princess Celestia sat on her observation balcony in Canterlot tower just watching the sky. It was cloudy today. She was clearly overworked. Bags were formed under her eyelids and every part of her warm expression had been replaced with one of nervousness and worry. She did not know what to expect.

She had been monitoring the state of Equestrias life force for the past few hours. Princess Luna had gone to Ponyville to help in the process of cleaning up after the Elements of Harmony had vanished. Celestia had to stay behind and use what little power she had left to keep her world alive.

About an hour ago, Celestia noticed that the force that kept Equestria alive, the Elements of Harmony, had returned to its full power. She realized that whatever Twilight Sparkle and her friends had done in this other world had worked. The Elements were pure and whole once again. All she could do now was wait for them to return home.

A guard pony knocked on the door behind her and opened it. "Your highness?"

Celestia turned her head to face him. "Yes?"

The guard pony cleared his throat. "We've picked up something I think you should see."

Celestia nodded and walked over to the guard. She followed him down the hall and into another room filled with ponies studying various gizmos and screens spread around the room. This is where they could monitor every strange piece of magical energy readings all over Equestria. As soon as they entered the room, a light brown earth pony with a spiky brown mane approached her.

"Your majesty." He greeted with a bow.

"Hello, Doctor Time Turner." Celestia greeted back with a smile. "I trust that you have good news?"

Time Turner raised his head and smiled. "Only the best news for you, Princess!"

He led her over to a large magical device that looked like a warped piece of gold. It made a holographic projection of the sky. Six light blue dots were scattered around one point.

"As you know, we've been monitoring every inch of Equestria, especially the sky above Ponyville, for the past twelve hours or so. These six dots appeared in the sky about an hour ago." Turner explained. "I've had a few pegasi investigate, but they've come back with nothing. However, just recently, we've picked up readings of glowing energy coming from them. We haven't been able to figure out what they were as of yet."

Celestia looked at the projection. "Have you picked up anything else?"

"Nothing like this." Turner said. "Occasionally, we'll get a random blip on the screen, but it turns out to be nothing more than a bird or something."

They both looked at the screen for a little longer. Suddenly, it made an alarm sound. Turner looked at it for a moment before walking over to a gray pegasus with a blonde mane. He looked over her shoulder to see her holographic screen.

"Did they just start doing that?" He asked her.

"Yeah they did." The gray pegasus explained. "It looks like some kind of surges of energy are creating an upside-down tornado in the sky."

Turner blinked. "An upside-down tornado? Ditzy, are you sure?"

"I think so! That's sure what it looks like!" Ditzy turned to Turner and smiled.

Turner chuckled happily and ran to the door on the other end of the room. He opened it and stepped onto the balcony. He looked into the sky for a moment.

"Your highness? I think you should see this." He called back.

Celestia quickly walked over to him. She looked up at the sky where Turner was looking. Like Ditzy had told him, there was a hole in the sky twisting up like an upside-down tornado.

"Turner, what is that?" She asked.

Time Turner pulled out a silver device with a blue light and pointed it at the sky. It made an electrical buzzing noise for a moment. He switched it off and looked at it.

"Just as I thought." He said, putting away his device. "It's a wormhole; a portal that travels through time and space." He turned back to Celestia. "Those magical readings we just picked up were more powerful than anything we've ever picked up here before. Only two things in this world are that powerful: you and the Elements of Harmony."

Celestia widened her eyes. "What are you saying?"

Turner grinned. "I'm saying our girls have come back home!"

Celestia quickly walked out of the room and looked at the nearest guard ponies. "Ready my chariot. Inform Princess Luna that I'll be at Ponyville in a matter of minutes."

The guard pony nodded. "Yes, your highness." He ran down the hallway.

Celestia looked back inside the room. "Doctor, do we know where they will touch down?"

Turner looked over his shoulder as he was hunched over Ditzy's screen. "Not yet. There's no way to tell where they'll end up now until they exit the wormhole."

A purple unicorn with a silver mane stood up on the other side of the room. "Doctor! We've got something!"

Turner ran over to her and looked at her screen. "Track them." He said. A moment later he stood up straight. "Fantastic!"

He walked toward Celestia with a smile on his face. "They're going to land somewhere near the northern plains on the outskirts of Ponyville."

Celestia nodded. "Thank you very much, Doctor."

She turned around and exited the room. Turner looked back at Ditzy's screen. He pressed a button, and the image of the wormhole above Ponyville appeared with six lines shooting down toward the ground. The lines connected the wormhole to the ground on the north side of Ponyville.

"Wait." Turner said. He looked at the time clock. It read 45 seconds until touchdown.

Ditzy looked at him. "That's not a lot of time."

Turner shook his head. "No it isn't." He said.

Traveling through space-time was not what the ponies expected it to be. Twilight always imagined it being instantaneous. Just surrounded by a bright light followed by them slowly reappearing. They assumed they were all unconscious the first time they went through the wormhole to Arkham City, because they didn't remember anything.

Traveling through space-time was more like a wild ride. They all turned left and right, up and down, loop-de-looped around until they finally came to an opening right above Ponyville. They all came screaming out of the wormhole at breakneck speed and shot across the sky like a set of shooting stars.

They all rapidly approached the ground below. The wind whistled loudly in their ears. Twilight could hardly keep her eyes open. She watched as the ground got closer and closer. Just before impact, she shut her eyes as tight as she could.

Then everything went silent.

In the darkness, she heard a voice. It was a male voice that was muffled and she couldn't understand it. It sounded familiar, though. She had definitely heard it before. After a few seconds, the voice became much clearer.

"Hello? Are you alright? Twilight Sparkle, can you hear me?" He said.

Twilight slowly opened her eyes. She met eyes with Time Turner. She had seen him before a few times in Ponyville. He always seemed to disappear off and on to wherever.

"Twilight Sparkle? If you can hear me, blink twice." He said.

Twilight slowly blinked twice.

Time Turner gave a sigh of relief. "Whew! That's good. I was worried for a moment!"

He turned around. "Ditzy, make sure everypony else is okay."

He looked back at her. "Princess Celestia will be here in a matter of minutes. Just hang on, okay?"

Twilight slowly nodded and Time Turner stepped off to the side. He tried to wake up Applejack and make sure she was okay. Behind her, she could hear Ditzy's voice.

"You okay, Rainbow Dash?" She asked.

She heard Rainbow moan loudly. "Wha… Where are we?"

"You're in Equestria, silly!" Ditzy replied.

Twilight smiled and laid her head back on the ground. They were finally back home. They could finally rest and relax. All the troubles, all the evil, all the hardships of Arkham City were behind them once and for all.

After a moment or so, everypony was awake. They couldn't move out of their craters that they had made in the ground, but they could move their heads and talk again.

"We… We did it, girls… We made it back home in one piece…" Twilight said.

"Yeah… We sure did…" Applejack said.

"I desperately need to be cleaned…" Rarity said.

Everypony chuckled lightly.

"Girls?" Pinkie began. "I'm sorry, but… would you mind if I hold off and throwing us all a 'We're Back Home' party for a bit? I'm really, really tired…"

Everypony laughed at Pinkie's request. "Sure, Pinkie… You throw us a party when you feel ready to…" Twilight replied.

Pinkie breathed a sigh of relief and lay down again. "Thanks, guys…" She yawned. "I'm just so… sleepy…"

"Me too…" Fluttershy said.

Everypony nodded and shut their eyes. They all went fast to sleep where they were except for Rainbow Dash. She couldn't bring herself to smile or laugh at anything right now. She was still depressed over everything that had happened. She just couldn't bring herself to come to terms with it.

In the past few hours, they had been beaten, abused, tortured, left for dead, and tormented to no end. They all had many various cuts, bruises and injuries over every square inch of their bodies. None of them had eaten anything worthwhile in hours. All Rainbow wanted to do was to come back home. Now that she was finally back, she wondered why she wasn't happy.

She felt her eyelids grow heavy and her vision start to fade. She looked up and the last thing she saw was Princess Celestia and Princess Luna land right next to them before she faded into slumber.

Dr. Stable looked at the report that was coming in from the ambulance. The six ponies that had just fallen out of the portal had just been taken here for some much-needed medical care. He examined the paperwork for them before he trotted back to his desk. He levitated a pen up to his clipboard and began making notes on the papers.

Nurse Redheart knocked on the open door. "Excuse me, doctor?"

Dr. Stable turned around to face her. "Yes?"

"The patients' loved ones are here to see them." She answered.

Dr. Stable exhaled and removed his glasses to rub his eyes. He had been treating patients since the incident near town square hours ago. He was clearly exhausted, but willing. He returned his glasses to his face and hovered a sheet of paper over to Nurse Redheart.

"Have them all sign this. Make sure they put their names and relation to the patients. If you could inform them of the correct room afterwards, that would be most helpful. I'll come and give them the all clear for visiting time. I have something to take care of." Dr. Stable said.

Nurse Redheart grabbed the sheet and nodded before walking out of the room. Dr. Stable turned around and went over to his data. He took another sip of his coffee as he started to look over everything and every pony once again.

"Celestia, this has been a long day." He said to himself. He produced a tape recorder and began to speak into it. "Pinkamena Diane Pie: broken leg, three broken ribs, four cracked, and multiple flesh wounds across her body. Fluttershy: multiple flesh wounds, several scratches, a deep gash in the left flank across her cutie mark. Wrapped in cheap bandages, in an inexperienced, yet tight manner to prevent bleeding. May be infected. Rainbow Dash: broken left wing, sprained right, she has a deep gash on her right foreleg, and several cuts across much of her body. Rarity: again, multiple cuts and bruises. Nothing too serious. She seems to be the least injured of all six. Applejack: same as before, multiple cuts and flesh wounds, two cracked ribs, rear hooves are severely cracked and bruised. May be infected. Surprising, based on her career choice. Finally, Twilight Sparkle: multiple cuts and flesh wounds, three cracked ribs, and a small fracture on her skull near the horn."

Dr. Stable flipped the papers a bit and read another set. "Will examine all patients for signs of infection, long-term injury, or other similar instances." He placed his clipboard down and held the tape recorder close. "Also will assign sessions of psychoanalysis for any mental damage."

He turned off the recorder and walked over to his desk. He grabbed a pencil and began to write down on a piece of paper. When he finished, he carried it over to the door and looked out into the lobby. Nurse Redheard was busy with Nurse Coldheart behind the desk taking down the names of Granny Smith and Mr. Cake.

He walked out of the lobby and proceeded down the hall toward the emergency room. He opened the large yellow doors where Princess Luna was watching over the doctors. They were hooking Rarity and Pinkie Pie up to medical equipment. Dr. Stable bowed in greeting to Luna.

"Your highness, a word?" He asked.

"Of course, Doctor. What's the matter?" She replied.

"Well, your highness, I was looking over these ponies' medical report and I've noticed that I lack the ability to treat them all within the minimal time. Their injuries are far too extreme. With respect, I'd like to request a few more doctors to assist me here." He said as he gave her the paper.

Luna looked at it for a moment before she put it away. "Consider it done. I shall inform my sister of your request."

Dr. Stable nodded. "Thank you, Princess Luna."

He bowed and left. He made his way to his office for one final review of everything. He exhaled and readied himself for another surgery.

"Is she going to be okay?"

"They're all going to be just fine. We're taking great care of them. They have all suffered multiple injuries, some of them major, most of them minor. They're all going to be bed-ridden for a few weeks at least."

"Thank you, Dr. Stable."

"Shining, look! She's waking up!"

"Twilight?"

Twilight slowly opened her eyes. She blinked a few times to get a clearer image. She was lying in a hospital bed. Her hooves, sides, and head were all covered in bandages. Around her bed, she saw the princesses, Cadence, her parents, Shining Armor, and Spike. They were all looking at her with worry.

Shining Armor was right at her side. "Twilight?" He repeated. "Can you hear me?"

Twilight looked at him in silence for a moment before she gave him a small smile and nodded. "Yes I can, big brother."

Shining started to cry and wrap his hooves around his little sister. Her parents quickly joined him and they all bawled loudly as they gave Twilight a family hug. Spike hopped onto the bed and ran to her as well.

"We… W-W-W-We were so worried about you!" Spike cried.

They spent the next few moments crying happy tears together. They all released and everypony told her how much they had worried about her. Dr. Stable came into view after a moment and patiently waited for her to notice him. Twilight looked over to him and he walked over to her side.

"Well Miss Sparkle, you've been through quite the ordeal." He said.

"You have no idea, Doctor." She replied.

Then it hit her. Her smile faded and she stared at the doctor. "My friends! Where are they?!"

Dr. Stable held up a hoof and smiled. "They're all fine. They're all here in Ponyville General getting their injuries treated just like you."

Twilight breathed a sigh of relief. "Thank goodness."

Stable nodded. "Indeed. You six had the most extensive physical injuries I've ever seen. But don't worry; we had a few doctors coming from Manehatten to oversee everything. You're in the best care."

Twilight smiled and slowly blinked. "Thank you, Doctor."

"You're quite welcome." He replied. "Now, the rest of you should let her get her rest. She needs it."

"Alright, we will." Shining replied.

"We'll be right outside, okay?" Cadence assured.

"I know you will. Thank you all so much." Twilight said with a yawn.

They all walked outside the room, except for Celestia and Twilight. Celestia walked to her bedside. Twilight looked at her with a smile as she approached.

"Twilight Sparkle." Celestia began. "You do not know how relieved I am that you and your friends are safe. All of Canterlot was working as hard as they could to figure out what had happened to you. None of us could figure out what cosmic anomaly did this to you."

Twilight simply stared at her for a moment longer with a small smile.

"I am overjoyed that you stayed true to who you were, despite all that happened in that other world. You kept your friendships strong and alive throughout the entire ordeal." Celestia said with a smile.

As she turned to leave, Twilight perked up. "Its all thanks to the best teacher ever."

Celestia faced her again. "If I hadn't gone to Ponyville in the first place, I wouldn't have ever learned about the magic of friendship. I wouldn't have been as happy as I am now." Twilight yawned and continued. "In Arkham City, hope is the only thing you have. We cherished what little hope we could get. Without my five friends, my best friends, I wouldn't have had any hope. I wouldn't be here right now if it wasn't for them. I love them all with all my heart, and I'm so happy that they are safe."

Celestia smiled and bowed her head. "That's wonderful, Twilight. I'm so proud of you."

"Thank you… Princess…" Twilight said as she nodded off.

Princess Celestia turned off the lights and exited the room, leaving Twilight for some much deserved rest.

In the week that followed, everypony recovered enough that they could walk around in their rooms without falling down or stumbling. Their friends and families visited them almost every day, bringing treats, flowers, and cards.

Both the Cakes and the Pies came to visit Pinkie. Despite Pinkie's feelings toward her real parents, she was overjoyed to see them. What she had shared with Joker was true, even if she may have exaggerated a bit on some of the details. Nevertheless, she was extremely happy that they came to see her.

Her injuries were extensive. Her left front leg had been broken, along with a few ribs. She had to wear a cast for a while.

Applejack's family had come to visit her. Only Big Mac, Granny Smith, and Applebloom had come at first, but eventually most of the Apple family had come to check on her. Applejack was very happy and very grateful for everything. She told her family that she loved them every day they visited.

Her rear hooves had a minor infection. The doctors said that they were completely surprised that she was able to move around and walk as much as she did after. She said that she couldn't feel her legs most of the time while she was there.

Fluttershy's mother and father came to visit her. Her mother, Posey, was a pegasus that looked almost exactly like her. She had the same light yellow coat, and same pink mane and tail. Her mane seemed to me looser, however. She had a circle of flowers as a cutie mark. Her father, Sunburst, was an earth pony with a thicker shade of yellow coat, and a bright red mane and tail. His cutie mark was of a sunrise. They both hugged Fluttershy as tight as they could without hurting her.

Fluttershy's cuts on her flank were not infected, but they were still very severe. Fluttershy informed the doctors that Pinkie Pie had fixed her to the best of her abilities and had used rubbing alcohol.

Rarity's parents and sister had come to visit her. Her parents were in Las Pegasus when they were informed by the local police that Rarity had vanished. They had just returned back to Ponyville a few hours before Rarity returned. Sweetie Belle made a picture for her sister that was covered with gemstones and drawings. She informed her that she had gotten Applebloom, Scootaloo and Spike together to search for new gems. Rarity loved it and hugged Sweetie Belle as tight as she could.

Rarity was the first pony to be able to walk again. She visited all her friends in the same hospital, who all greeted her with excitement.

Scootaloo went to Rainbow Dash's room as soon as she could. Rainbow was just waking up when Scootaloo walked inside. She ran and jumped onto the bed to hug her big sister. Her father, Rainbow Shot, and her mother, Firefly, both came to visit her a few hours later. They all embraced for a moment and chatted. It was also the first time that Scootaloo had met Rainbow's parents in person. She told them how Rainbow was like her big sister and they both welcomed her to their family.

Rainbow's injuries were severe. Both her wings were going to be completely useless for a few weeks. She was going to be grounded for a long time. She made a mental note to ask somepony to go to her house and get a few things for her while she was grounded.

After her family left, Rainbow's smile faded immediately and her expression turned into a scowl. She was glad that she was finally back home, but she still didn't feel right inside. She had seen Joker die before her eyes. She could've saved him, but he attacked her and unintentionally made her drop the rest of his cure.

She knew it wasn't her fault, she knew she wasn't to blame, yet she still felt responsible. She grabbed her head and rubbed her temples. She was a total mess. She decided to lie down and try to relax.

Princess Celestia walked down the hallway toward one of the rooms. She nodded and smiled at the doctors and nurses that she passed on her way. She finally stopped and opened the door to one of the rooms and looked inside. Fluttershy was making her bed look presentable.

"Hello, Fluttershy. A word?" Celestia asked.

Fluttershy was startled and turned around to face her. "O… Of course, Princess."

Celestia smiled and shut the door behind her. Fluttershy looked down at her hooves nervously as she approached.

"Well? How are you feeling?" Celestia asked.

"Oh… I'm alright." She whispered.

"I'm glad to hear it." Celestia smiled. "The doctors have been kind?"

Fluttershy nodded. "Oh yes. They've been very kind."

"Wonderful." Celestia said.

There was a small pause as nopony spoke for a moment. Celestia simply stood there and looked at Fluttershy while she stood there looking at her hooves uncomfortably.

"Um, was there something you needed help with?"

"Sort of." Celestia said. "I've been talking with the doctor who's been talking with you for the past two weeks."

Fluttershy looked up at her nervously. "Don't worry, nothing is wrong. However, I have a few questions I would like to ask you, if you don't mind." Celestia assured.

"Oh. Alright then." Fluttershy said.

Celestia took a deep breath and relaxed a bit more. "Now then. Who exactly is Victor Fries?"

Fluttershy recounted her encounter and adventure with Freeze. She talked about his life, his wants, his needs, Nora, and most importantly, his choices. She also talked about what he had told her. How she had reminded him of his wife in almost every way. It made her feel happy. She felt like she had found a friend in Arkham City other than the five ponies that were with her. Celestia listened intently.

"…As we were saying goodbye, I asked Freeze if he wanted to come with us to Equestria." Fluttershy said.

"What did he say?" Celestia asked.

"He said that he would love to. His condition, his life, everything would be fine within a heartbeat. He said no, though. He said he couldn't leave his wife here. He felt like there was no way that Nora could come with him if he decided to come." Fluttershy concluded.

"I see…" Celestia said.

She closed her eyes and thought for a moment. Fluttershy could see the wheels in Celestia's spin as they both sat in silence.

She opened her eyes and looked down at the mare. "Do you feel like he deserves it?"

Fluttershy hesitated for a moment before nodding her head. "Oh yes he does. More than anything, he deserves to live a better life with the one he loves."

Celestia paused for another long moment before she smiled warmly at Fluttershy. "I'll see what I can do."

Freeze turned to look at his monitors. Nora's life signs were normal. He finally managed to get her back to the GCPD building where she belonged. Now he could focus on her again.

Joker's thugs would've given him a hard time if he hadn't froze them all on his way to her. They proved to be little trouble. Harley Quinn had taken over since Joker died two weeks ago. It had been quiet up until today. She had set a trap for a few GCPD officers in an attempt to lure Batman to her. He did not pay attention to it. Instead, he focused on Nora. Freeze still owed him a debt, but he would return it when it was needed.

Freeze took a moment to admire Nora's beauty. He felt extremely sad that he could not truly be with her. Their lives had resorted to this. Living in a prison. Freeze was a criminal on the GCPD records. He wondered what she would think of him if she could speak. He sighed as he concluded that she would be disappointed.

He felt a presence behind him. He pulled up a screen on his gauntlet and looked at it. Three life forms were detected inside the building: himself, Nora, and someone else. Whoever they were, they were standing right behind him. He closed his visor and slowly reached for his ice gun.

**"What are you doing here?" **His robotic voice boomed as he quickly whipped around, pointing the gun at the intruder.

He stopped abruptly when he saw who it was. He simply stared at them for a long time before he lowered his gun and walked toward them.

"Fl- Fluttershy?" He stammered.

Fluttershy smiled and walked toward him. "Hello, Victor!"

"But, what are you doing here? How did you get here?" He asked her with a confused, yet happy smile.

"That doesn't matter, Victor." Fluttershy said. "What really matters here is you and Nora."

He looked back at his frozen wife for a moment before he turned back to Fluttershy. "I told you before, I cannot go with you to your world. Nora will not be able to accompany me."

"Why not?" Fluttershy asked.

Freeze looked around for a moment as he searched for the right phrase. "I just… I can't see any way to bring her along."

_"We can take care of that."_

In another flash of light, a second pony appeared next to Fluttershy. She was almost Freeze's height. She was white as snow, and had a long flowing tail and mane. She looked at Freeze and smiled.

"Who are you?" Freeze asked.

"My name is Princess Celestia. I am the ruler of Equestria." She introduced.

Freeze simply stood there at a loss for words.

Celestia continued. "Fluttershy has spoken to me about you. You kept her safe and protected her from much harm while she was stranded here. She has told me about your past choices and your life. She also told me about your heart. Your kind heart that showed her that you are not evil. You only do what you do because you want to help the one you love, regardless of the price."

Freeze looked down as he processed what he just heard.

"You are not a bad person, Victor. You just made a few mistakes in your life. Everyone has. Mistakes can be forgiven, however." Celestia said.

Freeze continued to say nothing. He looked at Celestia. "I don't want this for Nora. I don't want this for myself." He motioned at the room around him. "Nora would be disappointed with me if she discovered I had resorted to this life."

Celestia stepped forward. "We can give you a better one. Both of you."

Freeze looked up at Celestia again. He felt a feeling he hadn't felt in a long time: hope.

"Come on, Victor. I promise you that Equestria has all you could ever want." Fluttershy said.

"All I've ever wanted is Nora." Freeze admitted.

"She will be able to accompany us. Completely healthy, and completely happy." Celestia said.

Freeze stood there for another moment. He turned around to face his frozen wife. He slowly walked over to her and placed his hands on the glass. "All I want for you, my love, is to be happy. I've wanted that for you from the very beginning. Not a day goes by where I don't think about what could have been for us."

He sat there for another moment. He turned around and faced the two ponies. "I would be happy to accept your invitation, Fluttershy."

Fluttershy smiled widely at him. Celestia did as well. She bowed her head and her horn began to glow.

"Just relax, Victor. Everything will be fine." Fluttershy said.

Magic twinkles began to twirl around him and Nora.

"Your wife's illness, as well as your condition, will be completely gone from existence, Victor. You'll be able to live a happy, normal life in Equestria." Celestia said.

"As long as you don't mind becoming a pony, that is." Fluttershy added.

Victor blinked at this, but did not say anything. The magic twinkles began to twirl faster and faster around them. The cryogenic chamber that Nora was in opened and she levitated out. Victor also began to levitate in the air. They both slowly ascended toward the ceiling in a tornado of magic dust. Then in a flash of light, all four beings in the room vanished.

The light blinded Victor for a moment, but it dissipated eventually and he could see. He woke up on his side, lying on the ground. After a second, he heard cheering and a sound that reminded him of horse hooves.

"And the portal's closed! The barriers between the universes are now sealed!" Came a voice to his right. It had a British accent.

"Excellent work, Doctor. Thank you." Celestia said behind him. "Victor? Can you hear me?"

Victor moaned and opened his eyes. He was surrounded by a group of ponies all looking at him with smiles on their faces and stomping their hooves on the ground happily. He thought he was hallucinating.

"Yes, I can." He said.

Fluttershy helped him up. "How do you feel?"

"I feel…" He began. He looked at his arms. His hands had been replaced by a set of light blue hooves. He screamed and fell to his back. He quickly scooted back against a wall.

"Victor, relax! You're safe! You're alright!" The British pony called.

He was light brown with a dark brown spiky mane. Freeze stared at him in shock for a moment. "You're going to be just fine! Trust me, I'm the Doctor." The pony grabbed a glass of water with a straw on his side and offered it to him. "Here, have something to drink."

Freeze stared at the glass for a moment before looking at his hooves. The Doctor inched it closer to Freeze and he slowly took a sip. The cold water went down his throat and caught him by surprise. He coughed and spit a mouthful of water out.

"What's wrong? What's the matter?" The Doctor asked.

Freeze breathed for a moment. "C- Cold…" He said. He looked up at the Doctor with tears in his eyes and a smile. "It feels… cold!"

He drank all the water, followed by two more glasses of it. He hadn't felt this good in a long time. He lay on the ground with a smile on his face until he heard a soft moaning coming from behind him.

He sat up and turned around to face the source of the voice. His eyes widened in awe as he looked at the white pony with a blonde mane beginning to stir. Freeze could hardly believe what he was seeing.

"N- Nora?" He stammered.

She slowly started to sit up and look around. "Victor?" She asked. "What… What happened?"

Freeze squirmed over to her as fast as he could. He wasn't used to his new body as of yet and tripped, but it didn't matter. He made his way over to her and wrapped her in a hug. He started to cry and bawl as hard as he could as he held his wife.

"Oh Victor…" She said with tears in her eyes as she returned the hug.

"Nora…" He sobbed. "I missed you so…"

Fluttershy also began to cry as they embraced each other. Everypony smiled brightly as they watched the two ponies hold one another.

Celestia had provided Victor and Nora a place to stay temporarily until their new home was done finished. While Nora was resting, Victor asked if he could visit everypony else. Fluttershy accompanied him to Ponyville General to visit them. They were overjoyed when they found out who this pony was. Victor Fries had come to Equestria. Everypony was excited to see him here, even Rainbow Dash.

She had been very depressed and had been feeling a lot of angst inside after she got home. The psychologist that was interviewing her had concluded that she was simply tired from having both her wings out of commission for a bit.

When asked about Joker's death, Rainbow did her best to lie about how she felt. She merely said that there was nothing she could do and he was doomed. The psychologist sympathized with her and continued, so Rainbow believed that he bought her story. Seeing Victor again, now completely changed and feeling better than ever truly made her feel happy again.

In the weeks that followed, Victor and Nora attended a party that Pinkie Pie had planned. Her and the six ponies had all made a complete recovery. Everything had been restored and repaired again and the party was being thrown in Town Square. Everypony in Ponyville was there, as well as the princesses.

Nora had been quite confused when Victor had explained what had happened while Nora was frozen. She was even more confused with the fact that he had somehow found a way to a magical land filled with brightly colored ponies. She was indeed disappointed with Victor for all his choices, but she found it within herself to forgive him. He truly was sorry for everything he had done and for all the pain he had caused others.

Nora had picked up walking on four hooves quicker than Victor had. He was still having trouble by the time she could run and walk. Nora had become an earth pony with the silhouette of a pony dancing as a cutie mark. She decided to continue dancing. Victor had become a light blue unicorn with short, dark blonde hair. His cutie mark was shaped like ice cubes. He decided to open an ice cream parlor in Ponyville, aptly called 'Freeze's'. He kept his nickname, Mr. Freeze.

Freeze hadn't felt this happy in a long time. This wasn't the life he expected to live, but it was the one he wanted. As long as he had Nora, he couldn't be happier. He could finally walk along the beach with the one he loved. He could finally get to feel the warm breeze on his face. He could finally have the life he deserved. Here, with his wife and his new friends, in Equestria.


	25. Epilogue

"47... 48... 49... 50."

Rainbow Dash exhaled as she finished her set of wing-ups. This was nowhere near her normal number of wing-ups in a set, so she hardly felt anything at all. No, tonight was different. She had been training and pushing herself further and further to this point. She was about to become something she's always wanted to be.

She got to her hooves and began to stretch out. Scootaloo and Fluttershy watched her from the side. Usually, Rainbow would've had them assist her in some wild workout routine where she would nearly push herself past her limits. All Rainbow was doing tonight was stretching and loosening up.

"Rainbow Dash, I still don't know if this is a good idea." Fluttershy said.

Rainbow didn't stop what she was doing. "I know."

Fluttershy looked down. "It's just... It's been over a year and a half, and you still haven't completely forgiven yourself for what happened. I know that you want to follow Batman's example, but this is pretty extreme, even for you."

Rainbow didn't even glance in her direction as she continued to loosen up.

Fluttershy continued. "What happened to Joker wasn't your fault. I've said this to you a thousand times, Rainbow. You don't have to do this."

"I'm not completely sure either, Rainbow Dash." Scootaloo admitted.

Now Rainbow stopped what she was doing and simply stood there, facing away from Scootaloo and Fluttershy.

"Don't get me wrong; I think it's really noble and really cool, what you want to do. But, what if you get hurt? What if something happens to you?" Scootaloo asked.

Rainbow turned to Scootaloo and grinned. "It's me, remember?"

It had been one year and eight months since they returned home. Rainbow still couldn't get the thoughts out of her head. She still couldn't forgive herself for not saving Joker. At first, she had tried to avoid speaking her feelings to the psychologists at the hospital, but she eventually caved. They told her that she needed to do something for herself to begin her healing process.

She had this little idea in her head ever since the Mare-Do-Well incident. Seeing Batman in Arkham City was just another piece of motivation for her. Right after she had come back from the Wonderbolts Academy, she decided once and for all that she was going to do this.

She had found this cave in the mountain on the eastern side of Equestria. It was hidden directly behind a waterfall. It was large enough to hold a dragon. She had shown her discovery to all her friends, and Twilight said that it could've been the home to a dragon in ancient Equestria. The waterfall provided the perfect cover. No dragons would be coming back any time soon.

Rainbow walked over to the set of monitors on the side of their cave. They showed her every corner of Ponyville. Mr. Freeze still had his scientific mind, so she asked if he could modify the computers to do what she required of them. He seemed to know exactly what to do and how to do what she needed. They had failed to return the computers to Batman back in Arkham City, which made Rainbow feel guilty. She decided that if she ever did get a chance to return to that world, she would give them all back. Until then, she figured she could have some use for them.

Rainbow stared at the small circle of screens for another moment before she heard hoof steps echoing from behind her. She turned around and saw Rarity walking toward her, levitating a black box with her.

Rainbow quickly trotted over to her. "Is it ready?"

Rarity nodded. "Yes, I believe it is."

Rainbow opened the box and looked inside. She paused for a moment before getting a wide grin across her face. "Awesome."

"Now Rainbow, I don't need to tell you to be extremely careful." Rarity said. "This is the most intricate piece of clothing I've ever made."

Rainbow shut the box and set a firm hoof on Rarity's shoulder. "I'll take the greatest of care, Rarity. Thank you."

Rarity smiled and Rainbow took the box into the other room. Rarity turned and walked over to Scootaloo and Fluttershy. "How are you girls doing?"

They uneasily looked at each other. "We aren't so sure about Rainbow doing this." Scootaloo said.

"I understand, dear. I'm worried about her, myself." Rarity agreed.

"I mean, I think it's really awesome, Rainbow doing something like this. But I'm just so worried that something terrible will happen to her. What if she meets somepony who's really tough and hurts her?" Scootaloo asked.

"That's always a possibility." Rarity admitted. "But remember that even Twilight agreed to help her with this. Now that she's a princess, she'll be one of the first ponies in all of Equestria to hear of trouble. She agreed to inform Rainbow Dash when something came up. I don't think she would agree to that if she didn't believe in her."

Scootaloo thought for a moment. "I guess you're right." She said. She started to chuckle. "Listen to me, I sound like I don't believe in her! Me, not believing in Rainbow Dash! Can you imagine?"

They all shared a light laugh with each other. None of them saw the figure emerge from the darkness. "Well?" Rainbow began. "How do I look?"

Rarity, Scootaloo and Fluttershy turned to look at Rainbow. Their smiles faded immediately and they all gasped in fear.

"You look... You look... T- Terrifying." Fluttershy stammered.

"It suits you well." Rarity commented.

"You look awesome, Rainbow Dash!" Scootaloo exclaimed.

They all stood there in awe at the sight of Rainbow in her new outfit. It was a dark gray suit that had black boots. She was also wearing a black cape. In her hoof, she held a black cowl mask with pointy ears.

"Thanks guys. I hope Batman doesn't mind that we borrowed his costume design." Rainbow commented.

"I don't think he will." Rarity said with a smile.

Rainbow walked toward a mirror on her left. She stopped and admired herself in the reflection. Sure it wasn't a Wonderbolts uniform, but she didn't mind in the very least. Rarity had used a magical kind of fabric on her wings that made them completely transparent. The fabric also extended her cape with every flap of her wings. She asked for this design to make herself appear as if she was floating in mid-air whenever she flapped her wings. She grinned at herself in the mirror.

Scootaloo jumped off her chair. "Oh! Oh! I almost forgot!"

She ran off to the side and reached into a container. She rustled through it a moment before she produced a thick yellow belt. She ran over to Rainbow Dash and gave it to her.

"What's this?" She asked.

"It's a utility belt! I thought you might be able to use it!" Scootaloo replied.

Rainbow admired the belt in her hooves. It had a variety of pockets and holsters all along the side. She turned it over and looked on the bottom. It had the phrase "Rainbow Dash = best sister ever!" inscribed on a tiny metal plate. Rainbow smiled and brought Scootaloo in for a hug.

Just then, one of the computers beeped. They all hurried over and looked at the screen. Rainbow swiped a hoof across the screen a few times to get the correct message up. When she found it, she expanded it and started to read.

"Manehatten, huh?" She mused. "No surprise. Manehatten's always full of problems."

"How are you going to get all the way to Manehatten that quickly?" Fluttershy asked.

"I designed the suit to make the wearer fly at least three times faster than usual." Rarity explained.

"So since it's me, I should get there in no time at all." Rainbow said.

She walked toward the cave entrance and put her cowl on. Scootaloo followed close behind. "You be careful, okay Rainbow Dash?"

Rainbow turned around and rubbed Scootaloo's head with her hoof. "Don't worry, squirt. I'll be fine." She turned to Rarity and Fluttershy. "Thanks again for the suit, Rarity. If I'm not back by three tomorrow morning, be sure to thank Twilight for me."

They nodded and Rainbow turned toward the entrance. She crouched down and prepared herself. She took a deep breath and zoomed out of the cave. The air seemed pressurized as it whipped around everypony out the entrance. Rainbow did a loop in the air before flying into the night sky toward Manehatten.

-MANEHATTEN-

Two ponies ran down an alleyway as fast as their hooves could carry them. It was dark and raining hard, making the ground slick. They were quick but careful. One of them, a dark green unicorn, turned around and began to fire blasts of magic at the police ponies chasing them. He hit a dumpster, causing a massive amount of garbage to shoot out in front of the officers.

He chuckled as he turned around and continued running. The other pony, a dark blue Earth pony, ran ahead and knocked down a few garbage cans behind them. They ran as fast as they could to the carriage that was parked on the street. A dark purple unicorn was waiting in the carriage and waving his hooves at them.

"Come on! Come on! Hurry!" He said.

The other two ponies ran and dove into the carriage. The purple unicorn used his magic and the carriage took off as fast as a bullet down the street, leaving the police ponies in the dust.

"Did you get it?" The purple unicorn asked.

The blue Earth pony reached into his saddlebag and brought out a large hoof full of bits. "Yeah we did!" He said with a laugh.

"Aww yeah! Nice going guys!"

The carriage turned a corner and went down a darkened street. Most of the lights were turned off on this street, making this the perfect hideout. They all got out of the carriage and ran to a large box in the center of the street. The blue and green ponies began to empty their pockets. Bits, gems, and other valuables began to pour onto the box.

"Dang, that old Mr. Cottonswab was loaded!" The purple pony said.

"Not anymore!" The green pony laughed.

They all laughed together until a loud bang behind them cut them off. It wasn't thunder, it sounded like metal on metal. They all went dead silent and turned in the direction of the noise.

"What was that?" The purple pony asked.

"Probably the rest of the guys, coming back from their hit." The green pony said.

The purple pony turned to the blue pony. "Go check it out."

"Fine." The blue pony said.

He walked toward the narrow alleyway. He looked inside a moment before stepping into the darkness. The other two ponies went back to counting the loot until they heard another loud bang followed by a short scream come from the same direction.

The two ponies turned around. "Wh- What's going on?" The purple pony asked.

"I don't know..." The green pony gulped.

They slowly approached the alleyway, their horns glowing. They looked down it and saw nothing out of the ordinary. The green pony turned to the purple pony and motioned down this alleyway with his hoof. The purple pony nodded and slowly walked down the alleyway. The green pony turned right and slowly walked down another lit alleyway.

The green pony didn't get a few feet before he heard a loud bang come from in front of him. He stopped walking and stood there, shaking. Then he heard another loud bang come from behind him. He turned around quickly but saw nothing. He heard a slight whooshing in the air, followed by small pops.

He whipped around again and saw the lights above him explode one by one. He fired his magic around the lights. It did no good. Just as the light above him popped, something metal fell to the ground at his hooves. The pony slowly crouched down and picked up the small metal object. Lightning struck above the city; giving him just enough light to see that it was a bat-shaped piece of metal. He dropped it and looked around nervously. He was breathing deeply as he tried to find whatever was watching him.

At the end of the alleyway, he saw a silhouette for the briefest of seconds lit up by another bolt lightning streak across the sky. He panicked and began to fire blasts of magic at it. He stopped when he heard another loud bang right behind him. He whipped around and started to fire at the wall behind him. Nothing was there. A low rumble of thunder followed seconds later.

"WHERE ARE YOU?!" He shrieked.

He slowly backed up, eyes wide with terror as he tried to spot whatever was in the darkness.

"Here." A voice whispered in his ear.

He gasped and turned around as quick as he could, but whoever was there struck him across the back of the head. He screamed and fell, striking his jaw on the ground. He cried out in pain before he was grabbed and hoisted up into the air faster than he thought possible. He screamed loudly has he was carried higher and higher up.

Once he reached the rooftop, he was thrown against a wall. He struck the back of his head against it and crumbled to the ground. The dark figure grabbed him and lifted him up by his neck, making him hurt.

The figure held him out over the edge of the rooftop. The pony squirmed as he looked down to the streets below. He knew he wouldn't survive that fall. The figure was standing on its hind legs. Its cape was stretched out wide, making it look even more menacing. He couldn't see its face in the darkness.

"You're nothing but lowlife scum. I should drop you right now." She growled.

The green pony gagged as her grip on him tightened.

"But I won't." She said. "Instead, I want you to tell other ponies about me. Tell them all that they'll have to deal with me when I catch them."

She brought him closer to her. "_When_ I catch them. Not _if_. This is my city now, not yours."

She threw him behind her. He screamed loudly and impacted the wall again, landing upside down. He saw her stand there a moment before she turned around to face the edge.

"Who... Who... are... you?" He weakly asked.

She paused for a long moment before she answered. "I am vengeance. I am the night." She turned around again to face him. "I am Batmare!"

Lightning struck overhead, followed by a deafening boom of thunder. It gave him a split-second view of her face. It was completely shrouded in a black cowl that resembled a bat. It terrified him greatly.

He cowered in fear and covered his eyes. Right beside him, he noticed his two colleagues. He opened his eyes and saw that both of them were unconscious. Beside one of them, he saw a paper bag full of the loot they had just barely stolen.

He looked back up to where she had just been. She had vanished.

Then he heard the familiar sound of police sirens get louder, but he didn't dare try to escape. He believed every word that the Batmare had just told him. So instead, he just waited for them to show up. His fate had been sealed. Even though the police were taking him to jail, he knew that they were no longer the primary law enforcement around here.

Equestria now had a new bringer of justice.


End file.
